Common use of Company Board Approval Clause in Contracts

Company Board Approval. The Company Board has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth in 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 in this Agreement, and the consummation of the Merger upon the terms and conditions set forth in this Agreement; (iii) directed that 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with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Forescout Technologies, Inc), Merger Agreement (Forescout Technologies, Inc)

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Company Board Approval. The Company Board has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth in this Agreementherein; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations in this Agreementhereunder, and the consummation of the Merger upon the terms and conditions set forth in this Agreement; (iii) directed that adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Companyherein; and (iviii) resolved to recommend that the Company Stockholders vote in favor of adoption of adopt this Agreement in accordance with the DGCL 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”). As of the date of this Agreement, which the Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date of this Agreement.respect. ​ ​

Appears in 2 contracts

Samples: Merger Agreement (Haynes International Inc), Merger Agreement (Haynes International Inc)

Company Board Approval. The Company Board unanimously has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger Transactions upon the terms and subject to the conditions set forth in this Agreementherein; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations in under this Agreement, and the consummation of the Merger Transactions upon the terms and conditions set forth in this Agreementherein; (iii) directed that 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 adopt this Agreement in accordance with the DGCL 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”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date of this Agreementhereof.

Appears in 1 contract

Samples: Merger Agreement (Perficient Inc)

Company Board Approval. The Company Board has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth in this Agreementherein; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations in this Agreementhereunder, and the consummation of the Merger upon the terms and conditions set forth in this Agreementherein; (iii) directed that 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 adopt this Agreement in accordance with the DGCL 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”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date of this Agreementhereof.

Appears in 1 contract

Samples: Merger Agreement (Quotient Technology Inc.)

Company Board Approval. The Company Board has unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth in this Agreementherein; (ii) approved the execution and delivery by the Company of this Agreement by the Companyand each Related Agreement to which it will be a party, the performance by the Company of its covenants and other obligations in this Agreementhereunder and thereunder, and the consummation of the Merger and the Transactions upon the terms and conditions set forth in this Agreement; (iii) directed that adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Companyherein and thereunder; and (iviii) resolved to recommend that the stockholders of the Company Stockholders vote in favor of adoption of adopt this Agreement and approve the Merger and the Transactions 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 date of this Agreementway.

Appears in 1 contract

Samples: Merger Agreement (Roper Technologies Inc)

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Company Board Approval. The Company Board has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Offer and the Merger upon the terms and subject to the conditions set forth in this Agreement; (ii) approved the Agreement and the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations in this Agreement, and the consummation of the Offer and the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth in this Agreement; and (iii) directed that 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 accept the Offer and tender their shares of adoption of this Agreement in accordance with Company Common Stock to Merger Sub pursuant to the DGCL Offer (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: Merger Agreement (Rocket Fuel Inc.)

Company Board Approval. The Company Board has unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth in this Agreementherein; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations in this Agreementhereunder, and the consummation of the Merger upon the terms and conditions set forth in this Agreement; (iii) directed that adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Companyherein; and (iviii) resolved to recommend that the Company Stockholders vote in favor of adoption of 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 date of this Agreementhereof; and (iv) adopted resolutions amending and restating the Bylaws in the manner previously disclosed to Parent.

Appears in 1 contract

Samples: Merger Agreement (RealPage, Inc.)

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