Parent Board Approval. The board of directors of Parent (including any required committee or subgroup of such board) has, as of the date of this Agreement, unanimously (i) declared the advisability of the transactions contemplated by this Agreement, (ii) determined that the transactions contemplated hereby are in the best interests of the stockholders of Parent, and (iii) determined that the transactions contemplated hereby constitutes a “Business Transaction” as such term is defined in Parent’s Amended and Restated Memorandum and Article of Association. Assuming no more than a number of shares of the Parent Common Stock equal to eighty-three percent (83%) of the “IPO Shares” as defined in the Parent’s Amended and Restated Memorandum and Article of Association, elect to redeem their Parent Common Stock in the Tender Offer, no other action on the part of Parent’s stockholders is required to consummate the transactions contemplated hereby and upon consummation thereof, Article 156 of Parent’s certificate of incorporation, as amended, shall no longer be applicable. The execution, delivery and performance by Parent of this Agreement and the Additional Agreements and the consummation by Parent of the transactions contemplated hereby and thereby are within the corporate powers of Parent, and have been duly authorized by all necessary corporate action on the part of Parent. This Agreement has been duly executed and delivered by Parent and it constitutes a valid and legally binding agreement of Parent, enforceable against it in accordance with its terms.
Parent Board Approval. This Agreement and the transactions contemplated hereby shall have been approved by the Board of Directors of Parent.
Parent Board Approval. On or before January 27, 1999, the Parent will convene and hold a meeting of its Board of Directors for the purpose of approving this Agreement and the transactions contemplated hereby (the "Parent Board Approval"). The Parent's chief executive officer and its chief financial officer shall recommend to its Board of Directors the approval of this Agreement and the transactions contemplated hereby.
Parent Board Approval. The Board of Directors of the Parent, by resolutions duly adopted by unanimous vote of those voting (who constituted all of the directors then in office) at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are advisable and in the best interests of the Parent and its stockholders, and (ii) approved this Agreement and the Merger.
Parent Board Approval. The Parent Board by resolutions duly adopted by a unanimous vote at a meeting of all directors of Parent duly called and held and, not subsequently rescinded or modified in any way, has (i) determined that this Agreement and the transactions contemplated hereby, including the Parent Stock Issuance, upon the terms and subject to the conditions set forth herein, are in the best interests of, Parent and the Parent Stockholders, (ii) approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by this Agreement, including the Parent Stock Issuance, upon the terms and subject to the conditions set forth herein; (iii) directed that the Parent Stock Issuance be submitted to a vote of the Parent Stockholders; and (iv) resolved to recommend that Parent Stockholders vote in favor of approval of the Parent Stock Issuance in accordance with the DGCL pursuant to the Parent Board Recommendation
Parent Board Approval. Majority of the independent directors of the Parent’s board of directors have unanimously (i) determined that it is in the best interests of the Parent and its stockholders to enter into this Agreement and consummate the Transactions upon the terms and subject to the conditions set forth herein and declared this Agreement advisable; (ii) approved the execution and delivery of this Agreement by the Parent, the performance by the Buying Entities of the covenants and other obligations hereunder, and the consummation of the transactions upon the terms and conditions set forth herein; (iii) directed that the adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company and (iv) resolved to recommend that the Company Stockholders vote in favor of adoption of this Agreement in accordance with the Delaware General Corporation Law.
Parent Board Approval. The Parent Board, after consultation with its financial and legal advisors, has (A) determined that the Offer, this Agreement, the issuance of the Parent Capital Stock, the Parent Charter Amendment and the Stock Split are fair to the Parent Stockholders and in the best interests of the Parent, its Subsidiaries and the Parent Stockholders; (B) resolved to recommend that the Parent Stockholders vote in favour of the Parent Stockholder Approval Resolution; and (C) authorized the entering into of this Agreement and the performance by the Parent of its obligations under this Agreement, and no action has been taken to amend, or supersede such determinations, resolutions, or authorizations (the “Parent Board Approval”).
Parent Board Approval. This Agreement, the Merger and the transactions contemplated hereby shall have been approved by the Board of Directors of Parent, which approval shall not have been altered, modified, changed or revoked.
Parent Board Approval. The Board of Directors of Parent has (i) approved this Second Amended and Restated Agreement and the Merger, the Parent Charter Amendment and the Nasdaq Stock Issuance, (ii) determined that the Merger is in the best interest of the stockholders of Parent and (iii) voted to submit the Parent Charter Amendment and the Nasdaq Stock Issuance to the vote and approval of the stockholders of Parent.
Parent Board Approval. The Board of Directors of Parent, as of the date of this Agreement, has determined (i) that the Merger is fair to, and in the best interests of Parent and Merger Sub and their respective shareholders, and (ii) to recommend that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Merger.
