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 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 Merger upon the terms and conditions set forth herein; and (iii) resolved to recommend that 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with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof.
Company Board Section 2.3(a)........... 9
Company Shareholder Approval The Company Shareholder Approval shall have been obtained.
Company Stockholder Approval The Company Stockholder Approval shall have been obtained.
Board and Stockholder Approval The Company represents that this Agreement has been approved by the Company’s board of directors and stockholders.
Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.
Parent Board Section 3.3(a) ............31
Board and Shareholder Approval The Board of Directors and shareholders of the Company shall have approved the transactions contemplated herein.
Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.
Parent Shareholder Approval The Parent Shareholder Approval shall have been obtained.
