Company Board Approval. The Company Board has unanimously (i) determined that it is fair to and in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement providing for the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth herein; (ii) approved, adopted and declared advisable this Agreement and the execution and delivery thereof by the Company, the performance by the Company of its covenants, obligations and other agreements hereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth herein; (iii) directed that this Agreement and the Merger be submitted for approval and adoption by the stockholders of the Company; and (iv) resolved to recommend that the stockholders of the Company adopt this Agreement and approve the Merger in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the Agreement Date.
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Samples: Merger Agreement, Merger Agreement (STAMPS.COM Inc)
Company Board Approval. The Company Board has unanimously has, by unanimous vote of directors present at a duly constituted meeting of the Company Board, which constituted a valid quorum in accordance with the Charter and the Bylaws, (i) determined that it is fair to and in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement providing for and the Merger Merger, in accordance with the DGCL and upon the terms and subject to the conditions set forth herein, are advisable and in the bests interests of the Company and its stockholders; (ii) approved, adopted and declared advisable this Agreement and approved the execution and delivery thereof of this Agreement by the Company, the performance by the Company of its covenants, obligations covenants and other agreements obligations hereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth herein; and (iii) directed that resolved, on the terms and subject to the conditions of this Agreement and the Merger be submitted for approval and adoption by the stockholders of the Company; and (iv) resolved Agreement, to recommend that the stockholders of the Company Stockholders adopt this Agreement and approve the Merger adopt this Agreement in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the Agreement Datedate of this Agreement.
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Samples: Merger Agreement (Augmedix, Inc.)
Company Board Approval. The Company Board (at a meeting or meetings duly called and held, and acting upon the unanimous recommendation of the Special Committee) has unanimously (i) determined that it is fair to and in the best interests of the Company and its stockholders, and declared it advisable, stockholders to enter into this Agreement providing for and consummate the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth herein; (ii) approved, adopted and declared advisable this Agreement and advisable; (iii) approved the execution and delivery thereof of this Agreement by the Company, the performance by the Company of its covenants, obligations covenants and other agreements obligations hereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth herein; (iii) directed that this Agreement and the Merger be submitted for approval and adoption by the stockholders of the Company; and (iv) resolved to recommend that the stockholders of the Company Stockholders adopt this Agreement and approve the Merger in accordance with the DGCL (collectively, including the recommendation of the Special Committee, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the Agreement Datedate of this Agreement.
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Samples: Merger Agreement (Nutraceutical International Corp)
Company Board Approval. The Company Board has unanimously has, by unanimous vote of directors present at a duly constituted meeting of the Company Board, which constituted a valid quorum in accordance with the Charter and the Bylaws, (i) determined that it is fair to and in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement providing for and consummate the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth herein; (ii) approved, adopted and declared advisable this Agreement and approved the execution and delivery thereof of this Agreement by the Company, the performance by the Company of its covenants, obligations covenants and other agreements obligations hereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth herein; and (iii) directed that this Agreement and the Merger be submitted for approval and adoption by the stockholders of the Company; and (iv) resolved to recommend that the stockholders of the Company Stockholders adopt this Agreement and approve the Merger in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the Agreement Datedate of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Rover Group, Inc.)
Company Board Approval. The Company Board has unanimously has, by resolutions duly adopted at a meeting duly called and held, which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or withdrawn in any way, (i) determined that it is fair to and in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement providing for and consummate the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth herein; (ii) approved, adopted and declared advisable this Agreement and approved the execution and delivery thereof of this Agreement by the Company, the performance by the Company of its covenants, obligations covenants and other agreements obligations hereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth herein; and (iii) directed that this Agreement and the Merger be submitted for approval and adoption by the stockholders of the Company; and (iv) resolved to recommend that the stockholders of the Company Stockholders adopt this Agreement and approve the Merger in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the Agreement Datedate hereof.
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Company Board Approval. The Company Board Board, by resolutions duly adopted, has unanimously (i) determined that it is fair to and in the best interests of of, and fair to, the Company and its stockholders, and declared it advisable, to enter into this Agreement providing for and consummate the Merger in accordance with the DGCL Transactions upon the terms and subject to the conditions set forth herein; (ii) approved, adopted and declared advisable this Agreement and approved the execution and delivery thereof of this Agreement by the Company, the performance by the Company of its covenants, obligations covenants and other agreements obligations hereunder, and the consummation of the Merger Transactions upon the terms and subject to the conditions set forth herein; (iii) directed that this Agreement and the Merger be submitted for approval and adoption by the stockholders of the Company; and (iv) resolved to recommend that the stockholders of the Company adopt this Agreement and Stockholders approve the Merger in accordance with the DGCL Voting Matters (collectively, the foregoing clauses (i) through (iii), the “Company Board Recommendation”); and (iv) authorized by resolution the approval of the items in clauses (w), which (x), (y) and (z) in compliance with applicable Law, the Charter and the Bylaws by the holders of Company Common Stock by written consent in lieu of a meeting. As of the date of this Agreement, the Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the Agreement Dateway.
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Company Board Approval. The Company Board has unanimously (i) determined that it is fair to to, and in the best interests of of, the Company and its stockholdersthe Company Stockholders, and declared it advisable, to enter into this Agreement providing for and consummate the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth herein; (ii) approved, adopted approved and declared advisable this Agreement and Agreement, the execution and delivery thereof of this Agreement by the Company, the performance by the Company of its covenants, obligations covenants and other agreements obligations hereunder, and the consummation of the Merger and the other Transactions upon the terms and subject to the conditions set forth herein; and (iii) directed that this Agreement and the Merger be submitted for approval and adoption by the stockholders of the Company; and (iv) resolved to recommend that the stockholders of the Company Stockholders adopt this Agreement and approve the Merger in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the Agreement Datedate hereof.
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Company Board Approval. The Company Board has unanimously (i) determined that it is fair to and in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement providing for and consummate the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth hereinin this Agreement; (ii) approved, adopted and declared advisable this Agreement and the execution and delivery thereof of this Agreement by the Company, the performance by the Company of its covenants, obligations covenants and other agreements hereunderobligations in this Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth hereinin this Agreement; (iii) directed that adoption of this Agreement and the Merger be submitted for approval and adoption by to a vote at a meeting of the stockholders of the Company; and (iv) resolved to recommend that the stockholders Company Stockholders vote in favor of the Company adopt adoption of this Agreement and approve the Merger in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the Agreement Datedate of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Medallia, Inc.)
Company Board Approval. The Company Board (at a meeting or meetings duly called and held) has unanimously (i) determined that it is fair to and in the best interests of the Company and its stockholders, and declared it advisable, stockholders to enter into this Agreement providing for and consummate the Merger in accordance with Transactions (including the DGCL Merger) upon the terms and subject to the conditions set forth herein; (ii) approved, adopted and declared advisable this Agreement and advisable; (iii) approved the execution and delivery thereof of this Agreement by the Company, the performance by the Company of its covenants, obligations covenants and other agreements obligations hereunder, and the consummation of the Merger Transactions (including the Merger) upon the terms and subject to the conditions set forth herein; (iii) directed that this Agreement and the Merger be submitted for approval and adoption by the stockholders of the Company; and (iv) resolved to recommend that the stockholders of the Company Stockholders adopt this Agreement and approve the Merger Transactions (including the Merger) in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the Agreement Datedate of this Agreement.
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