RECOMMENDATION OF THE BOARD OF DIRECTORS. The Board of Directors of IMSI has determined that the Merger is fair to and in the best interests of IMSI's stockholders and has resolved to recommend acceptance thereof by IMSI's stockholders. This Agreement and the Merger have been approved by the Board of Directors of IMSI and the Board of Directors has resolved to recommend approval thereof by IMSI's stockholders. Prior to approving this Agreement, the Board of Directors of IMSI considered all alternative transactions available to it. Section 1.1
RECOMMENDATION OF THE BOARD OF DIRECTORS. The Board of Directors of DCDC has determined that the Merger is fair to and in the best interests of DCDC's stockholders and has resolved to recommend acceptance thereof by DCDC's stockholders. This Agreement and the Merger have been approved by the Board of Directors of DCDC and the Board of Directors has resolved to recommend approval thereof by DCDC's stockholders. Prior to approving this Agreement, the Board of Directors of DCDC considered all alternative transactions available to it.
RECOMMENDATION OF THE BOARD OF DIRECTORS. The Board of Directors unanimously recommends a vote FOR the election of the below Class II Director nominees. NOMINEES FOR CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2018 ANNUAL MEETING) The current members of the Board of Directors who are also nominees for election to the Board of Directors as Class II Directors are as follows: Name Age Served as a Director Since Positions with The Container Store J. Xxxxxxxxx Xxxxxxxx 37 2007 Director Xxxxxxx Xxxxx 60 2007 President, Chief Operating Officer and Director Rajendra (‘‘Raj’’) Xxxxxxx 56 2013 Director Xxxxx Xxxxx 57 2014 Director The principal occupations and business experience, for at least the past five years, of each Class II Director Nominee for election at the 2015 Annual Meeting of Shareholders are as follows:
RECOMMENDATION OF THE BOARD OF DIRECTORS. Except as expressly permitted by this Section 4.2, neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub, the approval or recommendation by such Board of Directors or any such committee of the Merger or (ii) approve or recommend, propose to approve or recommend, or cause the Company to enter into any letter of intent, agreement in principle or legally binding acquisition agreement (the "Company Acquisition Agreement") relating to any Takeover Proposal. Notwithstanding the foregoing, if the Company has received a Superior Proposal, the Board of Directors of the Company may (subject to this and the following sentences) terminate this Agreement, but only at a time that is more than four (4) business days following Parent's receipt of written notice advising Parent that the Company's Board of Directors is prepared to accept such Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the Person making such Superior Proposal; provided, however, that (x) at the time of such termination, such proposal continues to be a Superior Proposal, taking into account any amendment of the terms of the Merger by Parent or any proposal by Parent to amend the terms of this Agreement, the Merger or any other Takeover Proposal made by Parent (a "New Parent Proposal"), and (y) concurrently with or immediately after such termination, the Company's Board of Directors shall cause the Company to enter into a definitive agreement with respect to such Superior Proposal.
RECOMMENDATION OF THE BOARD OF DIRECTORS. The Circular shall include the unanimous recommendation of the Board of Directors of Xxxxxx that Shareholders vote in favour of the Arrangement Resolution and shall confirm the prior unanimous recommendation to the Xxxxxx Board of Directors in respect of the Arrangement from the special committee of the Xxxxxx Board of Directors. Notwithstanding any other provision of this Agreement, the Board of Directors of Xxxxxx may change its recommendation to the Shareholders and refrain from complying with its obligations under SECTION 5.2(k) if and to the extent that the Board of Directors determines, in good faith (after consultation with outside counsel) that such action is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties or applicable Laws. The foregoing shall not relieve Xxxxxx from its obligation to proceed to call and hold the Meeting and to hold the vote on the Arrangement Resolution except in circumstances where this Agreement is terminated in accordance with the terms hereof.
RECOMMENDATION OF THE BOARD OF DIRECTORS. At a meeting held on January 28, 2000, the Company's Board of Directors, after receiving the unanimous recommendation of a special committee of the Board of Directors comprised entirely of independent directors (the "Special Committee"), approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and determined that the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company's stockholders (other than Acquisition, members of the management investor group and their affiliates). The Company's Board of Directors recommends that the stockholders accept the Offer and tender their Shares pursuant to the Offer.
RECOMMENDATION OF THE BOARD OF DIRECTORS. Neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent or Sub, the approval or recommendation by such Board of Directors or any such committee of this Agreement or the Merger or (ii) approve or recommend, or propose to approve or recommend, any Takeover Proposal.
RECOMMENDATION OF THE BOARD OF DIRECTORS. At a meeting held on March 12, 2000, the Company's Board of Directors, after receiving the unanimous recommendation of a special committee of the Board of Directors comprised entirely of independent directors (the "Special Committee"),
RECOMMENDATION OF THE BOARD OF DIRECTORS. At a meeting duly held on August 16, 2000, the Board of Directors of Smallworld unanimously approved the Acquisition Agreement and determined that the terms of the Offer were fair and reasonable and recommended that all holders of Shares accept the Offer and tender their Shares. Additional information concerning the recommendation is contained in the Chairman's Letter, which is filed as EXHIBIT 8 hereto and incorporated by reference herein.
RECOMMENDATION OF THE BOARD OF DIRECTORS. At a meeting held on February 14, 2001, the special committee of the Board of Directors (the "Special Committee") unanimously determined that the Merger Agreement and the other transactions contemplated thereby, including the Offer and the Merger, are advisable, fair to, and in the best interests of the Company and the holders of Shares (other than Purchaser, Merger Sub and the Westfield Affiliates), and unanimously determined to recommend that the Board (i) approved, adopted and declared advisable the Merger Agreement and the other transactions contemplated thereby, (ii) determined that the Offer, the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, holders of Shares (other than Purchaser, Merger Sub and the Westfield Affiliates) and (iii) recommended that holders of Shares accept the Offer and tender their Shares pursuant to the Offer. At a meeting held on February 14, 2001, the Board of Directors of the Company unanimously determined to accept the Special Committee's recommendation and determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to, and in the best interests of, holders of Shares (other than Purchaser, Merger Sub and the Westfield Affiliates), approved, adopted and declared advisable the Merger Agreement and resolved to recommend that holders of Shares accept the Offer and tender their Shares pursuant to the Offer and, if applicable, approve and adopt the Merger Agreement. Accordingly, the Board unanimously recommends that the shareholders of the Company tender their Shares pursuant to the Offer. Copies of a letter to the shareholders of the Company communicating the Board's recommendation and the Company's press release announcing the Merger Agreement and the transactions contemplated thereby are filed as Exhibits (a)(3) and (a)(4) hereto, respectively, and are incorporated herein by reference.
