Common use of Parent and Merger Sub Board Approval Clause in Contracts

Parent and Merger Sub Board Approval. The boards of directors of Parent and Merger Sub have each unanimously: (i) determined that the Merger is fair to, and in the best interest of, Merger Sub and its shareholders, (ii) approved this Agreement, the Merger and the other transactions contemplated herby, (iii) determined 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, and (iv) resolved to recommend that the shareholders= of Merger Sub approve this Agreement, the Merger and the other transactions contemplated hereby, pursuant to the terms hereof (which approval has been obtained simultaneously with the execution of this Agreement). In addition, simultaneously with the execution and delivery of this Agreement, Parent, as the sole shareholder of Merger Sub, has approved this Agreement, the Merger and the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ultra Clean Holdings, Inc.), Agreement and Plan of Merger (Ultra Clean Holdings, Inc.)

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Parent and Merger Sub Board Approval. The boards Boards of directors Directors of Parent and Merger Sub have each approved entry into this Agreement, the Merger and the other transactions contemplated hereby, and the Board of Directors of Merger Sub has further unanimously: (i) determined that the Merger is fair to, and in the best interest of, Merger Sub and its shareholderssole shareholder, (ii) approved this Agreement, the Merger and the other transactions contemplated herbyhereby, (iii) determined 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, and (iv) resolved to recommend that the shareholders= sole shareholder of Merger Sub approve this Agreement, the Merger and the other transactions contemplated hereby, pursuant to the terms hereof (which approval has been obtained simultaneously with the execution of this Agreement). In addition, simultaneously with the execution and delivery of this Agreement, Parent, as the sole shareholder of Merger Sub, has approved this Agreement, the Merger and the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SodaStream International Ltd.)

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Parent and Merger Sub Board Approval. The Prior to the execution of this Agreement, in compliance with the requirements of applicable Law, (a) the boards of directors of each of Parent and Merger Sub have each unanimously: has approved this Agreement, the Merger and the other transactions contemplated hereby and (b) the board of directors of Merger Sub has (i) determined that the Merger is fair to, and in the best interest of, Merger Sub and its shareholders, (ii) approved this Agreement, the Merger and the other transactions contemplated herby, (iii) determined 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, and (iv) resolved to recommend that the shareholders= sole shareholder of Merger Sub approve this Agreement, the Merger and the other transactions contemplated hereby, pursuant to the terms hereof (which approval has been obtained simultaneously with the execution of this Agreement). In addition, simultaneously with the execution and delivery of this Agreement, Parent, as the sole shareholder of Merger Sub, has approved this Agreement, the Merger and the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meridian Bioscience Inc)

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