Merger Sub Board Approval. The Merger Sub board of directors has unanimously: (a) determined that the Merger is fair to, and in the best interests of, Merger Sub and its shareholders, and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of Merger Sub to its creditors; (b) approved this Agreement, the Merger and the other Transactions; and (c) recommended and recommends that the shareholder of Merger Sub approve this Agreement, the Merger and the other Transactions.
Merger Sub Board Approval. The Board of Directors of Merger Sub has unanimously: (a) determined that the Amalgamation is fair to, and in the best interests of, Merger Sub and its shareholders, and that, considering the financial position of the merging companies, no reasonable concern exists that the Amalgamated Company will be unable to fulfill the obligations of Merger Sub to its creditors; (b) approved this Agreement, the Amalgamation and the other transactions contemplated by this Agreement; and (c) determined to recommend that the shareholder of Merger Sub approves this Agreement, the Amalgamation and the other transactions contemplated by this Agreement.
Merger Sub Board Approval. The Board of Directors of Merger Sub (including any required committee or subgroup of the Board of Directors of Merger Sub) has, as of the date of this Agreement, determined (i) that the Merger is fair to, and in the best interests of Merger Sub and its stockholders and (ii) to recommend that the stockholders of Merger Sub approve and adopt this Agreement and approve the Merger.
Merger Sub Board Approval. The board of directors of Merger Sub has unanimously: (i) determined that the Merger is fair to, and in the best interest of, Merger Sub and its shareholders, and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Corporation will be unable to fulfill the obligations of Merger Sub to its creditors, (ii) approved this Agreement, the Merger and the other Transactions, and (iii) resolved to recommend that the sole shareholder of Merger Sub approve this Agreement, the Merger and the other Transactions pursuant to the terms hereof (which approval has been obtained simultaneously with the execution of this Agreement).
Merger Sub Board Approval. 27 4.20 S1 Board Approval...............................................................27 4.21 Agreements with Regulatory Agencies.............................................27 4.22
Merger Sub Board Approval. The Board of Directors of Merger Sub, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way (the "Merger Sub Board Approval"), has duly (A) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its stockholders and declared the Merger to be advisable, and (B) approved this Agreement, the Merger, the CNET Stockholders Voting Agreement and the consummation of the transactions contemplated hereby. The Merger Sub Board Approval constitutes approval of this Agreement and the Merger and the transactions contemplated hereby for purposes of Section 203 of the DGCL. To the knowledge of Merger Sub, except for Section 203 of the DGCL (which has been rendered inapplicable by the approval described in clause (ii)(B) above), no state takeover statute is applicable to this Agreement or the Merger or the other transactions contemplated hereby.
