Target Action. The Board of Directors of Target, by unanimous written consent or at a meeting duly called and held, has by the unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of Target and its stockholders, (ii) approved the Merger and this Agreement in accordance with the provisions of Delaware Law, and (iii) directed that this Agreement and the Merger be submitted to Target stockholders for their approval and resolved to recommend that Target stockholders vote in favor of the approval of this Agreement and the Merger.
Target Action. 29 Section 3.27 Offers...................................................... 29 Section 3.28 [Reserved].................................................. 29 Section 3.29 Disclosure.................................................. 29 Section 3.30
Target Action. The Board of Directors of Target (at a meeting duly called, constituted and held) has, by the requisite vote of all directors present, (a) determined that the Merger is advisable and in the best interests of Target and Target's Stockholders, (b) approved this Agreement and the transactions contemplated hereby, including the Merger, and (c) directed that the Merger be submitted for consideration by Target's Stockholders at the Target Meeting. Target has taken all steps necessary to exempt (i) the execution of this Agreement, (ii) the Merger and (iii) the transactions contemplated hereby and thereby from, (x) any statute of the State of Delaware that purports to limit or restrict business combinations or the ability to acquire or to vote shares, and (y) any applicable provision of Target's certificate of incorporation or bylaws containing change of control or anti-takeover provisions.
Target Action. (a) The Target hereby approves of and consents to the Offer and represents that (i) the Target's Board of Directors, at a meeting duly called and held on April 2, 2001, has (A) determined that this Agreement, the Voting and Tender Agreement and the transactions contemplated hereby and thereby, including, without limitation, the terms of the Offer and
Target Action. The Board of Directors of Target, by unanimous written consent or at a meeting duly called and held, has by the unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of, and advisable to, Target and its shareholders, (ii) approved the Merger and this Agreement in accordance with the provisions of Alabama Law, and (iii) directed that this Agreement and the Merger be submitted to Target shareholders who have not already approved the Merger for their approval and resolved to recommend that such Target shareholders vote in favor of the approval of this Agreement and the Merger.
Target Action. As of the date hereof, the Board of Directors ------------- of Target, has (i) determined that the Merger is fair and advisable to and in the best interests of Target and its stockholders, (ii) approved the Merger and this Agreement in accordance with the provisions of Delaware Law, and (iii) directed that this Agreement and the Merger be submitted to Target stockholders for their approval and resolved to recommend that Target stockholders vote in favor of the approval of this Agreement and the Merger.
Target Action. 3 ARTICLE II -- THE MERGER
Target Action. (a) (i) At a meeting duly called and held in compliance with Delaware Law, (A) the Target Independent Committee has unanimously adopted a resolution approving and consenting to the Agreement, the Stockholder Agreements, the Employment Agreement Amendments (collectively, the "Transaction Documents") and the transactions contemplated hereby, including, without limitation, the terms of each of the Offer and the Merger (the "Transactions") and recommended that the Board of Directors of Target approve the Transaction Documents and the Transactions and (B) the Board of Directors of Target has unanimously adopted a resolution (1) approving the Transaction Documents and the Transactions, based on a determination that the Transaction Documents and the Transactions, including the Offer and the Merger, are advisable, fair to and in the best interests of, the Target stockholders, (2) approving and adopting the Transaction Documents and the Transactions and (3) recommending approval and adoption of this Agreement and the Merger by the stockholders of Target if required by applicable Law; and (ii) Xxxxxxx Xxxxx Barney ("Target Banker") has delivered simultaneously herewith to the Target Independent Committee an opinion to the effect that, as of the date of this Agreement, the consideration to be received by the holders of Shares (other than the Acquiror and its Affiliates) pursuant to the Offer and the Merger is fair to such holders from a financial point of view. Target has been authorized by Target Banker, subject to prior approval by Target Banker, to include such opinion (or references thereto) in the Offer Documents (as defined in paragraph (b) of this Section 1.02) and in the Schedule 14D-9 and the documents referred to in Section 6.01. Target hereby consents to the inclusion in the Offer Documents of the recommendation of Target's Board of Directors and the Target Independent Committee described above.
Target Action. (a) Target hereby approves of, and consents to, the Offer and represents and warrants that its Board of Directors, at a meeting duly called and held, has unanimously (i) determined that this Agreement, the Tender and Option Agreements and the transactions contemplated hereby and thereby, including the Offer and the Merger, are fair to, and in the best interests of, Target's shareholders, (ii) adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the GBCC and such adoption constitutes approval of the Offer, the Merger, this Agreement and the transactions contemplated hereby for purposes of Section 14-2-1131 through 14-2-1133 of the GBCC, (iii) resolved (subject to Sections 9.1(b) and 9.2) to recommend acceptance of the Offer and approval of this Agreement and the Merger by its shareholders. Target further represents that Xxxx Xxxxxx Associates Capital Advisors ("Target Financial Advisor") has delivered to Target's Board of Directors its opinion that the consideration to be paid in the Offer and the Merger is fair to the holders of shares of Target Common Stock from a financial point of view. Target will promptly furnish Buyer with a list of its shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Target Common Stock and lists of securities positions of shares of Target Common Stock held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to Buyer such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Buyer may reasonably request in connection with the Offer. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Buyer, its Affiliates, agents and advisors shall hold in confidence the information contained in any such lists, labels, listings or files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated shall comply with Section 9.6(b) with respect to all such information.
Target Action. 26 SECTION 3.29 OFFERS . . . . . . . . . . . . . . . . . . . . . . . . . . .26 SECTION 3.30 PRIVACY LAWS AND POLICIES COMPLIANCE . . . . . . . . . . . .26 SECTION 3.31 DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . .26 SECTION 3.32
