Company Board Approval. The Company Board has unanimously (i) determined that it is in the best interests of the Company and its stockholders to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth herein and declared this Agreement advisable; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger upon the terms and conditions set forth herein; (iii) directed that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company and (iv) resolved to recommend that the Company Stockholders vote in favor of adoption of this Agreement in accordance with the DGCL (collectively, the “Company Board Recommendation”).
Appears in 3 contracts
Samples: Merger Agreement (Activision Blizzard, Inc.), Agreement and Plan of Merger, Merger Agreement (Nuance Communications, Inc.)
Company Board Approval. The Company Board has unanimously (i) determined that it is in the best interests of the Company and its stockholders stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth herein and declared this Agreement advisableherein; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger upon the terms and conditions set forth herein; (iii) directed that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company and (iv) resolved to recommend that the Company Stockholders vote in favor of adoption of this Agreement in accordance with the DGCL (collectively, the “Company Board Recommendation”).
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Company Board Approval. The At a meeting called and held prior to the execution of this Agreement, the Company Board Board, has unanimously (i) determined that it is in the best interests of the Company and its stockholders the Company Stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger Transaction upon the terms and subject to the conditions set forth herein and declared this Agreement advisableherein; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger Transaction upon the terms and conditions set forth herein; (iii) resolved to recommend that the Company Stockholders adopt this Agreement in accordance with the DGCL; and (iv) directed that the adoption of this Agreement be submitted to a vote for consideration by the Company Stockholders at a meeting of the stockholders of the Company and (iv) resolved to recommend that the Company Stockholders vote in favor of adoption of this Agreement in accordance with the DGCL thereof (collectively, the “Company Board Recommendation”).
Appears in 2 contracts
Samples: Merger Agreement (Nokia Corp), Merger Agreement (Infinera Corp)
Company Board Approval. The Company Board Board, acting upon the unanimous recommendation of the Transaction Committee, has unanimously (ia) determined that it is in the best interests of the Company approved and its stockholders to enter into declared advisable this Agreement and consummate the consummation of the Merger upon the terms and subject to the conditions set forth herein and declared this Agreement advisable; herein, (iib) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, hereunder and the consummation of the Merger upon the terms and conditions set forth herein; , and (iiic) directed that as of the adoption date of this Agreement be submitted to a vote at a meeting of the stockholders of the Company and (iv) Agreement, resolved to recommend recommend, subject to Section 4.3, that the Company Stockholders vote in favor of the adoption of this Agreement in accordance with the applicable provisions of the DGCL (collectively, the “Company Board Recommendation”).
Appears in 2 contracts
Samples: Merger Agreement (Valley Telephone Co., LLC), Merger Agreement (Knology Inc)
Company Board Approval. The Company Board has unanimously (i) determined that it is this Agreement and the transactions contemplated hereby, including the Merger, are advisable, and in the best interests of the Company and its stockholders to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth herein and declared this Agreement advisableCompany Stockholders; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunderin this Agreement, and the consummation of the Merger Merger, in each case, upon the terms and subject to the conditions set forth hereinin this Agreement; (iii) directed that the adoption of this Agreement be submitted to a vote of the Company Stockholders at a meeting of the stockholders of the Company Stockholders; and (iv) resolved to recommend that the Company Stockholders vote in favor of the adoption of this Agreement and the approval of the Merger in accordance with the DGCL (collectivelyclause (iv), the “Company Board Recommendation”).
Appears in 1 contract
Samples: Merger Agreement (Transphorm, Inc.)
Company Board Approval. The Company Board Board, acting upon the unanimous recommendation of the Special Committee, has unanimously (i) determined that it is in subject to the best interests abstention of the Company Company’s Chief Executive Officer) (a) approved and its stockholders to enter into declared advisable this Agreement and consummate the Voting Agreement and the consummation of the Merger upon the terms and subject to the conditions set forth herein and declared this Agreement advisable; herein, (iib) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, hereunder and the consummation of the Merger upon the terms and conditions set forth herein; (iii) directed that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company , and (ivc) resolved to recommend that the Company Stockholders vote in favor of adoption of adopt this Agreement in accordance with the applicable provisions of the DGCL (collectively, the “Company Board Recommendation”).
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Company Board Approval. The Company Board has unanimously (i) determined that it is in the best interests of the Company and its stockholders stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger Merger, in accordance with the DGCL and the DLLCA upon the terms and subject to the conditions set forth herein and declared this Agreement advisableherein; (ii) approved the execution and delivery of declared advisable this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of transactions contemplated hereby, including the Merger Merger, upon the terms and conditions set forth herein; (iii) resolved to recommend that the Company Stockholders adopt this Agreement in accordance with the DGCL; and (iv) directed that the adoption of this Agreement be submitted to a vote for consideration by the Company Stockholders at a meeting of the stockholders of the Company and (iv) resolved to recommend that the Company Stockholders vote in favor of adoption of this Agreement in accordance with the DGCL thereof (collectively, the “Company Board Recommendation”).
Appears in 1 contract
Samples: Merger Agreement (Atlas Technical Consultants, Inc.)
Company Board Approval. The Company Board has unanimously (i) determined that it is in the best interests of the Company and its stockholders stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth herein and declared in this Agreement advisableAgreement; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunderin this Agreement, and the consummation of the Merger upon the terms and conditions set forth hereinin this Agreement; (iii) directed that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company Stockholder Meeting; and (iv) resolved to recommend that the Company Stockholders vote in favor of the adoption of this Agreement in accordance with the DGCL (collectively, the “Company Board Recommendation”).
Appears in 1 contract
Samples: Merger Agreement (Lifelock, Inc.)