Common use of Company Board Approval Clause in Contracts

Company Board Approval. At a meeting called and held prior to the execution of this Agreement, the Company Board, has unanimously (i) determined that it is in the best interests of the Company and the Company Stockholders, and declared it advisable, to enter into this Agreement and consummate the Transaction upon the terms and subject to the conditions set forth herein; (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 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 for consideration by the Company Stockholders at a meeting thereof (collectively, the “Company Board Recommendation”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nokia Corp), Agreement and Plan of Merger (Infinera Corp)

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Company Board Approval. At a meeting called and held prior to the execution of this Agreement, the The Company Board, Board has unanimously (i) determined that it is in the best interests of the Company and the Company Stockholdersits stockholders, and declared it advisable, to enter into this Agreement and consummate the Transaction Merger upon the terms and subject to the conditions set forth herein; (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 Transaction 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 for consideration by to a vote at a meeting of the stockholders of the Company and (iv) resolved to recommend that the Company Stockholders at a meeting thereof vote in favor of adoption of this Agreement in accordance with the DGCL (collectively, the “Company Board Recommendation”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Linkedin Corp), Agreement and Plan of Merger

Company Board Approval. At a meeting called and held prior to the execution of this Agreement, the The Company Board, Board has unanimously (i) determined that it is in the best interests of the Company and the Company Stockholders, and declared it advisable, its stockholders to enter into this Agreement and consummate the Transaction Merger upon the terms and subject to the conditions set forth hereinherein 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 Transaction 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 for consideration by to a vote at a meeting of the stockholders of the Company and (iv) resolved to recommend that the Company Stockholders at a meeting thereof vote in favor of adoption of this Agreement in accordance with the DGCL (collectively, the “Company Board Recommendation”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Activision Blizzard, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.)

Company Board Approval. At a meeting called and held prior to the execution of this Agreement, the The Company Board, Board has unanimously (i) determined that it is in the best interests of the Company and the Company Stockholdersits stockholders, and declared it advisable, to enter into this Agreement and consummate the Transaction Merger upon the terms and subject to the conditions set forth hereinin this Agreement; (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 Transaction Merger upon the terms and conditions set forth hereinin this Agreement; (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 for consideration by to a vote at the Company Stockholder Meeting; and (iv) resolved to recommend that the Company Stockholders at a meeting thereof vote in favor of the adoption of this Agreement in accordance with the DGCL (collectively, the “Company Board Recommendation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lifelock, Inc.)

Company Board Approval. At a meeting called and held prior to the execution and delivery of this Agreement, the Company Board, Board has unanimously (i) determined that it is in the best interests of the Company and the Company Stockholders, and declared it advisable, to enter into this Agreement and consummate the Transaction Merger upon the terms and subject to the conditions set forth herein; (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 Transaction Merger upon the terms and conditions set forth herein; and (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 for consideration by the Company Stockholders at a meeting thereof DGCL (collectively, the “Company Board Recommendation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Del Frisco's Restaurant Group, Inc.)

Company Board Approval. At a meeting called and held prior to the execution of this Agreement, the The Company Board, Board has unanimously (i) determined that it is in the best interests of the Company and the Company Stockholdersits stockholders, and declared it advisable, to enter into this Agreement and consummate the Transaction Merger upon the terms and subject to the conditions set forth herein; (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 Transaction 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 for consideration by the Company Stockholders at a meeting thereof (collectively, the “Company Board Recommendation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ping Identity Holding Corp.)

Company Board Approval. At The Company Board (at a meeting or meetings duly called and held prior to the execution of this Agreement, the Company Board, held) has unanimously (i) determined that it is in the best interests of the Company and the Company Stockholders, and declared it advisable, its stockholders to enter into this Agreement and consummate the Transaction Merger upon the terms and subject to the conditions set forth herein; (ii) declared this Agreement advisable; (iii) 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 Transaction Merger upon the terms and conditions set forth herein; and (iiiiv) resolved to recommend that the Company Stockholders adopt this Agreement and approve the Merger in accordance with the DGCL; and DGCL (iv) directed that the adoption of this Agreement be submitted for consideration by the Company Stockholders at a meeting thereof (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Monotype Imaging Holdings Inc.)

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Company Board Approval. At a meeting called and held prior to the execution of this Agreement, the The Company Board, Board has unanimously (i) determined that it is in the best interests of the Company and the Company Stockholdersits stockholders, and declared it advisable, to enter into this Agreement and consummate the Transaction Merger, in accordance with the DGCL and the DLLCA upon the terms and subject to the conditions set forth herein; (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 Transaction 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 for consideration by the Company Stockholders at a meeting thereof (collectively, the “Company Board Recommendation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Atlas Technical Consultants, Inc.)

Company Board Approval. At a meeting called and held prior to the execution of this Agreement, the The Company Board, 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 the Company Stockholders, and declared it advisable, to enter into this Agreement and consummate the Transaction upon the terms and subject to the conditions set forth herein; (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 Transaction Merger, in each case, upon the terms and subject to the conditions set forth hereinin this Agreement; (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 for consideration by to a vote of the Company Stockholders at a meeting thereof of the Company Stockholders; and (collectivelyiv) 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 (clause (iv), the “Company Board Recommendation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transphorm, Inc.)

Company Board Approval. At a meeting called and held prior to the execution of this Agreement, the The Company 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 and the Company Stockholders, Company’s Chief Executive Officer) (a) approved and declared it advisable, to enter into advisable this Agreement and consummate the Transaction Voting Agreement and the consummation of the Merger upon the terms and subject to the conditions set forth 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 Transaction Merger upon the terms and conditions set forth herein; , and (iiic) resolved to recommend that the Company Stockholders adopt this Agreement in accordance with the DGCL; and applicable provisions of the DGCL (iv) directed that the adoption of this Agreement be submitted for consideration by the Company Stockholders at a meeting thereof (collectively, the “Company Board Recommendation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Commercial Lines Inc.)

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