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. 27 Section 3.25 Offers................................................. 27 Section 3.26 Disclosure............................................. 27 Section 3.27
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.
(b) As soon as practicable after the time that the Offer is commenced (subject to Sections 9.1(b) and 9.2), Target shall file with the SEC and disseminate to holde...
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 (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. 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. Target hereby consents to the Offer. Promptly ------------- after commencement of the Offer, and in any event no later than the date prescribed by Rule 14e-2 promulgated under the Exchange Act, Target shall file with the Commission and mail to the holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"). The Schedule 14D-9 will set forth, subject to the fiduciary duties of the Board of Directors of Target under applicable law, and Target hereby represents, that the Board of Directors of Target (a) has determined that the Offer and the Merger considered as a whole are advisable and fair to and in the best interests of Target and its stockholders, and (b) recommends acceptance of the Offer and approval and adoption of the Merger and this Agreement by the holders of Shares. Target shall give Parent and its counsel an opportunity to review the Schedule 14D-9 and any amendments or supplements thereto prior to its being filed with the Commission.
Target Action. 3 ARTICLE II -- THE MERGER
Target Action. Section 3.27 Offers
Target Action. Target hereby consents to the Offer. Promptly after the commencement of the Offer, Target shall file with the Commission and mail to the holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"). The Schedule 14D-9 will set forth, and Target hereby represents, that the Board of Directors of Target has (a) determined that the Offer and the Merger (as defined in Section 2.1) considered as a whole are fair to and in the best interests of Target and its shareholders, and (b) resolved to recommend acceptance of the Offer and approval and adoption of the Merger and this Plan of Merger by the holders of Shares. Target shall give the Acquirer and its counsel an opportunity to
