Target Action Clause Samples

Target Action. 24 Section 3.28 Offers..................................................... 25 Section 3.29 Information Statement...................................... 25 Section 3.30

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. (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) ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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. (b) As soon as reasonably practicable on the date of commencement of the Offer, Target shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the recommendation of Target's Board of Directors and the Target Independent Committee described in Section 1.02(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable federal sec...

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 (except for directors who may abstain because of a conflict of interest) (i) determined as of the date of this Agreement 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 and, as of the date of this Agreement, recommended that such Target shareholders vote in favor of the approval of this Agreement and the Merger.

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

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

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. Section 3.27 Offers