Board Approvals Regarding Transactions. The Company's board -------------------------------------- of directors, at a meeting duly called and held, has (a) determined that each of this Agreement and the Merger are fair to, advisable and in the best interests of the Company and the stockholders of the Company, (b) approved the Transactions, including approval of the Company Major Stockholders and the Parent executing and delivering, and performing their obligations under, the Voting Agreement, and (c) recommended that the stockholders of the Company adopt this Agreement, and none of the aforesaid actions by the Company's board of directors has been amended, rescinded or modified. Assuming the accuracy of the representations and warranties of the Parent and Merger Sub in Section 5.4, the action taken by the Company's board of directors constitutes approval of the Merger and the other Transactions by the Company's board of directors under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement or the other Transactions. No other state takeover, anti-takeover, moratorium, fair price, interested stockholder, business combination or similar statute or rule is applicable to the Merger or the other Transactions.
Board Approvals Regarding Transactions. The Company's Board of Directors, at a meeting duly called and held, has (i) unanimously determined that each of this Agreement, the Related Agreements to which it is a party, and the Merger are fair to and in the best interests of the shareholders of the Company and (ii) approved the Transactions, and none of the aforesaid actions by the Company's Board of Directors has been amended, rescinded or modified. The action taken by the Company's Board of Directors constitutes approval of the Merger Agreement, the Related Agreements to which the Company is a party, the Merger, and the other Transactions by the Company's Board of Directors under California Law.
Board Approvals Regarding Transactions. Each of Parent's and Merger Sub's Board of Directors, at a meeting duly called and held, has (i) unanimously determined that each of this Agreement and the Merger and the Transactions are fair to and in the best interests of the shareholders of Parent and (ii) approved the Transactions, and none of the aforesaid actions by its Board of Directors has been amended, rescinded or modified. The action taken by each of Parent's and Merger Subs' Board of Directors constitutes approval of the Merger, the Related Agreements to which Parent and/or Merger Sub are parties and the Transactions by Parent's and Merger Sub's Boards of Directors under Delaware Law. In addition, Parent has approved the Merger Agreement as the sole stockholder of Merger Sub.
Board Approvals Regarding Transactions. The Company -------------------------------------- Board of Directors, at a meeting duly called and held or by unanimous written consent, has (i) unanimously determined that each of the Agreement, the Stock Option Agreement, the Offer and the Merger are fair to and in the best interests of the shareholders of the Company, (ii) approved the 1 Transactions, and (iii) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer and approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified. To the knowledge of the Company, no state takeover statute is applicable to the Merger or the other Transactions.
Board Approvals Regarding Transactions. The Company Board, at a meeting duly called and held, has unanimously (a) determined that each of the Agreement, the Offer and the Merger are fair to, advisable and in the best interests of the Company and the shareholders of the Company, (b) approved the Transactions, (c) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer and adopt this Agreement, (d) determined to waive any rights the Company may have under any agreement or otherwise to object to the transfer to Purchaser as a result of the Offer of all Shares, (e) consented to the transfer to Purchaser of all such Shares and (f) amended the by-laws of the Company to expressly provide that Section 351.407 of the MGBCL does not apply to control share acquisitions and none of the aforesaid actions by the Company Board has been amended, rescinded or modified. The action taken by the Company Board constitutes approval of the Merger and the other Transactions by the Company Board under the provisions of Section 351.459 of the MGBCL such that Section 351.459 of the MGBCL does not apply to this Agreement or the other Transactions. Other than disclosing matters as set forth in Sections 409.500 et. set. of the Revised Statutes of the State of Missouri upon commencement of the Offer, no other state takeover, antitakeover, moratorium, fair price, interested shareholder, business combination or similar statute or rule is applicable to the Merger or the other Transactions.
Board Approvals Regarding Transactions. (a) The Special Committee, at a meeting duly called and held, has (a) determined that each of the Agreement, the Offer and the Merger are fair to, advisable and in the best interests of the Company and the stockholders of the Company, (b) recommended that the board of directors of the Company approve the Transactions, and (c) recommended that the board of directors of the Company recommend that stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer and adopt this Agreement. None of the aforesaid actions of the Special Committee has been amended, rescinded or modified.
Board Approvals Regarding Transactions. Parent's board of directors, at a meeting duly called and held, has (a) determined that each of this Agreement and the Merger are fair to, advisable and in the best interests of Parent and the stockholders of Parent, (b) approved the Transactions, (c) approved the Voting Agreements and the transactions contemplated thereby and (d) recommended that the stockholders of Parent approve this Agreement, and none of the aforesaid actions by Parent's board of directors has been amended, rescinded or modified. The action taken by Parent's board of directors constitutes approval of the Merger and the other Transactions by Parent's board of directors under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement or the other Transactions. No other state takeover, anti-takeover, moratorium, fair price, interested stockholder, business combination or similar statute or rule is applicable to the Merger or the other Transactions.
Board Approvals Regarding Transactions. The Company Board of Directors, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement, the Merger, the Stock Purchase, the Amendment and the New Stock Option Plan are fair to and in the best interests of the stockholders of the Company, (ii) approved the Transactions, and (iii) resolved to recommend (subject to Section 6.5 hereof) that the stockholders of the Company approve and adopt this Agreement, the Merger, the Amendment, the Stock Purchase and the New Stock Option Plan and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified. The action taken by the Company Board of Directors constitutes approval of the Merger, the Amendment, the Stock Purchase and the other Transactions by the Company Board of Directors under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement or the other Transactions and, to the Company's knowledge, no other state takeover statute is applicable to the Merger or the other Transactions.
Board Approvals Regarding Transactions. Britannia, Abbey and BDM have taken all necessary corporate or other action pursuant to (i) applicable law, (ii) their respective certificates of incorporation and articles of association, and (iii) corporate resolutions, to consummate those of the Transactions which involve them. None of the aforesaid actions by the Boards of Directors of Britannia, Abbey and BDM has been amended, rescinded or modified.
Board Approvals Regarding Transactions. IM has taken all necessary corporate or other action pursuant to (i) applicable law, (ii) its certificate of incorporation, (iii) its By-Laws, and (iv) corporate resolutions to approve the Transactions, and none of the aforesaid actions by IM and its Board of Directors has been amended, rescinded or modified.
