Recommendation of Board of Directors; Vote Required Sample Clauses

Recommendation of Board of Directors; Vote Required. The Board of Directors of RCPI has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby and, subject to Section 6.1(g) hereof, has determined to recommend to its stockholders (the "Recommendation") that its stockholders vote in favor of the adoption and approval of this Agreement. The provisions of clause (a)(ii) of paragraph A of Article EIGHTH of the Restated Certificate of Incorporation of RCPI have been satisfied. Assuming that the holders of at least 62.5% of the Warrants and SARs approve this Agreement pursuant to the sixth paragraph of the December 1994 Letter, the affirmative vote of a majority of the votes that the holders of the outstanding shares of Common Stock are entitled to cast with respect to the adoption and approval of this Agreement is the only vote of the holders of any class or series of the capital stock of RCPI necessary to approve the Merger and the other transactions contemplated hereby.
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Recommendation of Board of Directors; Vote Required. The Board of Directors of the Company has approved this Agreement (there being no votes against such approval), the Merger and the other transactions contemplated hereby and, subject to Section 7.01(g) hereof, has determined to recommend to its stockholders (the "Recommendation") that its stockholders vote in favor of the adoption and approval of this Agreement. The affirmative vote of a majority of the votes that the holders of the outstanding shares of Company Common Stock are entitled to cast with respect to the adoption and approval of this Agreement is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve the Merger and the other transactions contemplated hereby. Section 2.13.
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Recommendation of Board of Directors; Vote Required. The Board of Directors of the Company has unanimously approved this Agreement and the other Transaction Documents to which the Company is party and the consummation of the Merger and the other Transactions and has recommended that the stockholders of the Company vote in favor of the adoption and approval of this Agreement and consummation of the Merger (the "Recommendation"). The Required Stockholder Approval is the only vote of the holders of any Equity Securities of the Company necessary to approve the Merger and the other Transactions.
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Recommendation of Board of Directors; Vote Required. (the "Company Stockholder Approval") in favor of the adoption of this Agreement is the only vote of the holders of any class or series of capital stock of the Company necessary to approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement.
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Recommendation of Board of Directors; Vote Required. The Company Board has unanimously approved this Agreement and the Transactions and such approval constitutes approval of the Transactions by the Company Board under the provisions of Section 203 of the DGCL and constitutes all the action necessary to ensure that such Section 203 does not apply to the Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger. The Company Board has determined to recommend to the Company's stockholders (the "Recommendation") that they vote in favor of the adoption of this Agreement. The affirmative vote of a majority of the votes that the holders of the then-outstanding shares of Company Common Stock are entitled to cast with respect to the adoption of this Agreement is the only vote of the holders of any class or series of the capital stock of the Company necessary to adopt this Agreement.
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Recommendation of Board of Directors; Vote Required. To the Knowledge of the Company, is there no state takeover statute applicable to the Merger. The Board of Directors of the Company (the "COMPANY BOARD") has determined to recommend to the Company's stockholders (the "RECOMMENDATION") that they vote to approve this Agreement and the Merger. The affirmative vote of a two-thirds of the votes that the holders of the then-outstanding Shares are entitled to cast with respect to the approval of this Agreement and the Merger is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement and the Merger.
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Related to Recommendation of Board of Directors; Vote Required

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Composition of Board of Directors (a) Upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, at least a majority of the issued and outstanding shares of Common Stock on a fully diluted basis pursuant to the Offer, Purchaser shall be entitled to designate such number of directors on the Board of Directors, rounded up to the next whole number, as will give Purchaser representation on the Board of Directors equal to the product of (i) the number of authorized directors on the Board of Directors (giving effect to the directors elected pursuant to this Section 1.4) and (ii) the percentage that the ----------- number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate thereof bears to the aggregate number of shares of Common Stock then outstanding (the "Percentage"), and the Company shall, upon the election and ---------- request by Purchaser, promptly increase the size of the Board of Directors and/or secure the resignations of such number of directors as is necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause Purchaser's designees to be so elected. At the request of Purchaser, the Company will cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Board, (ii) the board of directors of each Subsidiary (as defined in Section 11.8) of the Company and (iii) the ------------ committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors and committees thereof shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all appropriate action required pursuant to such Section 14(f) and Rule 14f-1 to effect any such election and shall, subject to the next succeeding sentence, include in the Schedule 14D-9 the information required by Section 14(f) and Rule 14f-1. Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. Notwithstanding the foregoing, the parties hereto shall use their respective reasonable efforts to ensure that at least three of the members of the Board of Directors shall at all times prior to the Effective Time be Continuing Directors (as defined in Section 1.4(b)). --------------

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • Control by Board of Directors Any management or supervisory activities undertaken by the Advisor pursuant to this Agreement, as well as any other activities undertaken by the Advisor on behalf of the Fund pursuant thereto, shall at all times be subject to any applicable directives of the Board of Directors of the Fund.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • Resignation from Board of Directors If the Executive is a director of the Post-Transaction Corporation or any of its Affiliates and his status as an officer and employee is terminated for any reason other than death, the Executive will, if requested by the Post-Transaction Corporation, immediately resign as a director of the Post-Transaction Corporation and its Affiliates. If such resignation is not received within 20 business days after the Executive actually receives written notice from the Post-Transaction Corporation requesting the resignation, the Executive will forfeit any right to receive any payments pursuant to this Agreement.

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