Seller Board Approval. The Split-Off and the terms of this Agreement shall have obtained Seller Board Approval by the New Board as provided for in Section 3.7 above.
Seller Board Approval. The Split-Off and the terms of this Agreement will require the approval of the New Board, which shall be completed immediately following the election of the New Board in accordance with Section 3.6 above (“Seller Board Approval”).
Seller Board Approval. Seller shall have obtained the Seller Board Approval.
Seller Board Approval. (a) The Seller Board has unanimously determined, after consultation with its advisors, that the transactions contemplated by this Agreement and the Other Agreements are fair to, and in the best interests of the Seller and its stockholders, approved and declared advisable this Agreement and the Other Agreements and the transactions contemplated hereby and thereby and resolved to recommend adoption of this Agreement and the Other Agreements to the stockholders of the Seller and directed that this Agreement and the Other Agreements be submitted to the stockholders of the Seller for their approval (the “Seller Board Recommendation”).
(b) The affirmative vote of the holders of a majority of the outstanding shares of common stock of the Seller at a meeting duly called in accordance with applicable Law, or the written consent of the holders of a majority of the outstanding shares of common stock of the Seller in lieu of such a meeting, to approve this Agreement, the Other Agreements and the transactions contemplated hereby and thereby (the “Stockholder Approval”) is the only vote or approval required of the holders of any class or series of the Seller's or any of its Subsidiaries' capital stock or other securities necessary to approve this Agreement and the Other Agreements or to consummate the transactions contemplated by this Agreement and the Other Agreements.
Seller Board Approval. The Board of Directors of the Seller shall have approved the transactions contemplated hereby, on the terms and conditions contemplated hereby, and such approval shall be in full force and effect.
Seller Board Approval. The Board of Directors of Seller shall have approved the Separation and Distribution, and the completion of the transfer of assets and liabilities to Holdings under the Separation and Distribution Agreement. All of the transactions contemplated in the Separation and Distribution Agreement shall have been consummated in substantially the manner and form as contemplated therein.
Seller Board Approval. To the extent required by law, SELLER shall have received the approval of its Board of Directors to the terms and conditions of this Agreement in accordance with NRS Chapter 78 and the corporate documents of SELLER.
Seller Board Approval. The Board of Directors of Seller shall approve the sale of Stock to Buyer under the terms and subject to the conditions set forth herein.
Seller Board Approval. At a meeting duly called and held, or by unanimous written consent, in either case in accordance with Seller’s articles of incorporation and bylaws and the California Corporations Code, the board of directors of Seller (i) has determined that the sale of the Business as provided herein and the Purchased Assets is fair to and in the best interests of the stockholders of Seller and has approved this Agreement and the other Transaction Documents to which Seller is a party and the other transactions contemplated hereby and thereby and (ii) has recommended the approval and adoption of this Agreement and the other Transaction Documents to which Seller is a party by the stockholders of Seller in accordance with the California Corporations Code (the “Seller Board Approval”) and no other corporate actions on the part of the Board of Directors of Seller are necessary in connection with the authorization, execution and delivery of this Agreement or the other Transaction Documents to which Seller is a party by Seller and the performance by Seller of the transactions contemplated hereby and thereby. Seller has delivered to Buyer a certified copy of the Seller Board Approval, which has not been revoked, rescinded or amended.
Seller Board Approval. Prior to the Opening of Escrow Seller has delivered to Escrow Agent and Buyer the resolutions adopted by the Board of Directors of San Dieguito Valley, Inc. ("General Partner"), the sole General Partner of the Partnership, setting forth the unconditional approval by such General Partner and the Partnership of this Agreement and the transactions set forth herein.
