Parent Action. The Board of Directors of Parent (at a meeting duly called and held) has by the requisite vote of all directors present (a) determined that this Agreement is advisable and in the best interests of Parent and its stockholders and (b) approved the Merger in accordance with the provisions of Section 251 of the DGCL.
Parent Action. The Board of Directors of Parent has adopted resolutions recommending that this Plan be approved by the shareholders of Parent and directing that this Plan be submitted for consideration by Parent's shareholders at the Parent Meeting.
Parent Action. The Board of Directors of Parent (at a meeting duly called and held) has by the requisite vote of directors (a) approved the Merger in accordance with the DGCL, (b) taken any necessary steps to render Section 203 of the DGCL and the Parent Rights inapplicable to the Merger and the transactions contemplated by this Merger Agreement, and (c) adopted any necessary resolution having the effect of causing Parent not to be subject, to the extent permitted by applicable law, to any state takeover law that may purport to be applicable to the Merger and the transactions contemplated by this Merger Agreement.
Parent Action. The board of directors of Parent (at a meeting duly called and held) has (a) unanimously determined that the Merger is in the best interests of Parent and its shareholders, (b) unanimously approved this Agreement and the Merger in accordance with the provisions of Section 1200 of the CCC, (c) unanimously recommended the adoption and approval of this Agreement and the Merger by the shareholders of Parent and directed that the Merger be submitted for consideration by Parent's shareholders at the Parent Shareholders' Meeting, and (d) adopted a resolution having the effect of causing Parent not to be subject, to the extent permitted by applicable law, to any state takeover law that may purport to be applicable to the Merger and the other transactions contemplated by this Agreement.
Parent Action. Parent represents and warrants that (i) each of the Board of Directors of Parent and Sub has duly approved the execution of this Agreement, and the Merger, and has resolved to recommend approval of the Merger by Parent's stockholders, (ii) the persons listed on Exhibit A-2 attached hereto own an aggregate of 371,325 issued and outstanding shares of Parent Common Stock and 522,955 issued and outstanding shares of Parent Class B Common Stock (as hereinafter defined) and (iii) each such person listed on Exhibit A-2 has executed and delivered the Voting Agreement, in substantially the form annexed hereto as Exhibit B.
Parent Action. The Board of Directors of Parent (at a meeting duly called and held) has by the requisite vote of directors determined to recommend the approval of the Stock Issuance Proposal by the holders of Parent Common Stock and directed that the Stock Issuance Proposal be submitted for consideration by Parent's shareholders entitled to vote thereon at the Parent Meeting.
Parent Action. The Board of Directors of Parent (at a meeting duly called and held) has (a) unanimously determined that the Merger is in the best interests of Parent and its stockholders, (b) unanimously approved this Agreement and the Merger in accordance with the provisions of Section 251 of the DGCL, (c) unanimously recommended the adoption and approval of this Agreement and the Merger by the stockholders of Parent and directed that the Merger be submitted for consideration by Parent's stockholders at the Parent Stockholders' Meeting, and (d) taken all necessary steps to render Section 203 of the DGCL inapplicable to the Merger and the other transactions contemplated by this Agreement.
Parent Action. The Board of Directors of Parent (at a meeting duly called and held) has by the requisite vote of all directors present (a) determined that the Merger is advisable and fair to and in the best interests of Parent and its shareholders, (b) approved the Merger and the transactions contemplated by this Agreement in accordance with the provisions of the Delaware General Corporation Law, and (c) recommended the approval of this Agreement and the Merger by the holders of Parent capital stock and directed that the Merger be submitted for consideration by Parent's shareholders at the meeting of shareholders contemplated by Section 3.7.
Parent Action. Parent agrees that (a) Parent will cause the Company to be provided with sufficient funds immediately prior to the Purchaser's Election Date, to refinance the Company's obligations under the Credit Agreement, dated as of April 29, 1996 (the "Credit Agreement"), among the Company, Varo Inc., Warrxx Xxxps Inc., the lenders from time to time party thereto, the issuing banks from time to time party thereto and Citicorp USA, Inc., as Agent, as amended, (b) from and after the Purchaser's Election Date, Parent will cause the Company to be provided with sufficient funds, on terms that comply with the Indenture dated as of April 15, 1996 (the "Indenture"), between the Company and IBJ Schrxxxx Xxxk & Trust Company, as Trustee, with respect to the Notes to satisfy the Company's obligations under Section 4.10 of the Indenture and (c) that such funds will be provided to the Company on terms no less favorable to the Company than those contained in the Credit Agreement.
Parent Action. Notwithstanding anything to the contrary contained in this Agreement, all actions, determinations and authorizations on the part of the Parent under this Agreement shall be taken and authorized by a majority of the disinterested independent directors on Parent’s Board of Directors, and the Parent shall not be deemed to have taken any action, made any determination or provided any authorization under this Agreement that has not been authorized by a majority of the disinterested independent directors on Parent’s Board of Directors, including any amendment or waiver on behalf of the Parent under this Agreement.
