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.
Appears in 3 contracts
Samples: Iii Agreement and Plan of Merger (Msystems LTD), Agreement and Plan of Merger (Sandisk Corp), Agreement and Plan of Merger Agreement and Plan of Merger (M-Systems Flash Disk Pioneers LTD)
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 creditorscreditors existing as of immediately prior to the Closing; (b) approved this Agreement, the Merger and the other Transactions; and (c) recommended and recommends determined to recommend that the shareholder of Merger Sub approve this Agreement, the Merger and the other Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Saifun Semiconductors Ltd.), Agreement and Plan of Merger and Reorganization (Saifun Semiconductors Ltd.), Agreement and Plan of Merger and Reorganization (Spansion Inc.)
Merger Sub Board Approval. The Merger Sub board of directors of Merger Sub has unanimously: (aA) determined that the Merger is fair to, and in the best interests of, Merger Sub and its shareholdersshareholder, and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company Corporation will be unable to fulfill the obligations of Merger Sub to its creditors; (bB) approved this Agreement, the Merger and the other Transactionstransactions contemplated by this Agreement; and (cC) recommended and recommends determined to recommend that the shareholder of Merger Sub approve this Agreement, the Merger and the other Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ophthalmic Imaging Systems), Agreement and Plan of Merger (Ophthalmic Imaging Systems)
Merger Sub Board Approval. The Board of Directors of 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 Corporation will be unable to fulfill the obligations of Merger Sub to its creditors; (b) approved this Agreement, the Merger and the other Transactionstransactions contemplated by this Agreement; and (c) recommended and recommends determined to recommend that the shareholder of Merger Sub approve this Agreement, the Merger and the other Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Veritas Software Corp /De/), Agreement and Plan of Merger (Precise Software Solutions LTD)
Merger Sub Board Approval. The Board of Directors of Merger Sub board of directors has unanimously: (aA) 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 Corporation will be unable to fulfill the obligations of Merger Sub to its creditors; (bB) approved this Agreement, the Merger and the other Transactionstransactions contemplated by this Agreement; and (cC) recommended and recommends determined to recommend that the shareholder of Merger Sub approve this Agreement, the Merger and the other Transactionstransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (VeriFone Holdings, Inc.)
