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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Prime Hospitality Corp), Agreement and Plan of Merger (Cri Esh Partners Lp)
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 this Agreement the Merger is advisable and in the best interests of Parent and its stockholders and (b) approved this Agreement and the Merger in accordance with the provisions of Section 251 of the DGCLtransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First International Bancorp Inc), Agreement and Plan of Merger (United Parcel Service Inc)
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 the 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 DGCLstockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lukens Medical Corp), Agreement and Plan of Merger (Value Health Inc / Ct)
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 (a) determined that this Agreement the Merger is advisable and fair to and in the best interests of Parent and its stockholders shareholders and (b) has approved the Merger and the transactions contemplated by this Agreement in accordance with the provisions of Section 251 of the DGCL.
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 this the Amended and Restated 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 DGCLstockholders.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Value Health Inc / Ct)
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 (a) determined that this Agreement the Merger is advisable and fair to and in the best interests of Parent and its stockholders shareholders and (b) has approved the Merger and the transactions contemplated by this Agreement in accordance with the provisions of Section 251 of the DGCLNRS 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 this Agreement the Merger is advisable and fair to and in the best interests of Parent and its stockholders and (b) approved the Merger and the transactions contemplated thereby in accordance with the provisions DGCL and Parent's Restated Certificate of Incorporation. Section 251 of the DGCL.2.11
Appears in 1 contract
Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Deeptech International Inc)
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 the Amended and Restated Agreement is advisable and in the best interests of Parent and its stockholders and (b) approved the Merger in accordance with the provisions of stockholders. Section 251 of the DGCL4.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Columbia Hca Healthcare Corp/)
