Parent Action. The Board of Directors of Parent (at a meeting duly called and held) has by the requisite vote of all directors present determined that the Amended and Restated Agreement is advisable and in the best interests of Parent and its stockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Columbia Hca Healthcare Corp/), Merger Agreement (Value Health Inc / Ct)
Parent Action. The Board of Directors of Parent (at a meeting duly called and held) has by the requisite vote of all directors present determined that the Amended and Restated Agreement is advisable and in the best interests of Parent and its stockholders.
Appears in 2 contracts
Samples: Merger Agreement (Lukens Medical Corp), Merger Agreement (Value Health Inc / Ct)
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 Amended and Restated this Agreement is advisable and in the best interests of Parent and its stockholdersstockholders and (b) approved the Merger in accordance with the provisions of Section 251 of the DGCL.
Appears in 2 contracts
Samples: Merger Agreement (Cri Esh Partners Lp), Merger Agreement (Prime Hospitality Corp)
Parent Action. The Board of Directors of Parent (at a meeting duly called called, constituted and held) has by the requisite vote of all directors present (a) determined that the Amended and Restated Agreement Merger is advisable and in the best interests of Parent and its stockholdersstockholders and (b) approved this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (First International Bancorp Inc), Merger Agreement (United Parcel Service Inc)
Parent Action. The Board of Directors of Parent (at a meeting duly called and heldheld or by a consent in lieu of meeting in accordance with the Company's Certificate of Incorporation, Bylaws, NRS and the Code) has by the requisite vote of all directors present determined that the Amended and Restated Agreement Merger is advisable and fair to and in the best interests of Parent and its stockholdersshareholders and has approved the Merger and the transactions contemplated by this Agreement in accordance with the provisions of the NRS and the Code.
Appears in 1 contract
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 Amended and Restated Agreement Merger is advisable and fair to and in the best interests of Parent and its stockholdersstockholders and (b) approved the Merger and the transactions contemplated thereby in accordance with the DGCL and Parent's Restated Certificate of Incorporation.
Appears in 1 contract
Parent Action. The Board of Directors of Parent (at a meeting ------------- duly called and heldheld or by a consent in lieu of meeting in accordance with the Company's Certificate of Incorporation, Bylaws, and the DGCL) has by the requisite vote of all directors present determined that the Amended and Restated Agreement Merger is advisable and fair to and in the best interests of Parent and its stockholdersshareholders and has approved the Merger and the transactions contemplated by this Agreement in accordance with the provisions of the DGCL.
Appears in 1 contract
Samples: Merger Agreement (Earthweb Inc)
