Common use of Company Board Approval Clause in Contracts

Company Board Approval. The Company Board has (i) determined that it is in the best interests of the Company and the Company Stockholders (including the Unaffiliated Company Stockholders), and declared it advisable, to enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL upon the terms and subject to the conditions set forth herein; (ii) approved and adopted the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL upon the terms and conditions set forth herein; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Carrols Restaurant Group, Inc.), Agreement and Plan of Merger (Restaurant Brands International Limited Partnership)

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Company Board Approval. The Company Board has (i) determined that it is in the best interests of the Company and the Company Stockholders (including the Unaffiliated Company Stockholders)its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL upon the terms and subject to the conditions set forth herein; (ii) approved and adopted the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL upon the terms and conditions set forth herein; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement in accordance with the DGCL DGCL; and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company Stockholders at a meeting thereof (collectively, the “Company Board Recommendation”). As of the date of this Agreement, which the Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof.respect. ​ ​

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Haynes International Inc), Agreement and Plan of Merger (Haynes International Inc)

Company Board Approval. The Company Board has (i) determined that it is in the best interests of the Company and the Company Stockholders (including the Unaffiliated Company Stockholders)its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL upon the terms and subject to the conditions set forth hereinin this Agreement; (ii) approved and adopted the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunderin this Agreement, and the consummation of the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL upon the terms and conditions set forth hereinin this Agreement; (iii) directed that adoption of this Agreement be submitted to a vote at a meeting of the stockholders of the Company; and (iiiiv) resolved to recommend that the Company Stockholders adopt vote in favor of adoption of this Agreement in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereofof this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Forescout Technologies, Inc), Agreement and Plan of Merger (Forescout Technologies, Inc)

Company Board Approval. The Company Board has (i) determined that it is in the best interests of the Company and the Company Stockholders (including the Unaffiliated Company Stockholders)its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger Offer and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL Merger upon the terms and subject to the conditions set forth hereinin this Agreement; (ii) approved the Agreement and adopted the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunderin this Agreement, and the consummation of the Merger Offer and the other transactions contemplated by this Agreement, including the Voting Agreement, Merger in accordance with the DGCL upon the terms and subject to the conditions set forth hereinin this Agreement; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement in accordance with accept the DGCL Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereofof this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rocket Fuel Inc.)

Company Board Approval. The Company Board has unanimously (i) determined that it is in the best interests of the Company and the Company Stockholders (including the Unaffiliated Company Stockholders)its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL upon the terms and subject to the conditions set forth herein; (ii) approved and adopted the execution and delivery by the Company of this Agreement by the Companyand each Related Agreement to which it will be a party, the performance by the Company of its covenants and other obligations hereunderhereunder and thereunder, and the consummation of the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL Transactions upon the terms and conditions set forth hereinherein and thereunder; and (iii) resolved to recommend that the stockholders of the Company Stockholders adopt this Agreement and approve the Merger and the Transactions in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereofway.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Roper Technologies Inc)

Company Board Approval. The Company Board has (i) determined that it is in the best interests of the Company and the Company Stockholders (including the Unaffiliated Company Stockholders)its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL Transactions upon the terms and subject to the conditions set forth hereinin this Agreement; (ii) approved and adopted the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunderin this Agreement, and the consummation of the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL Transactions upon the terms and conditions set forth hereinin this Agreement; (iii) agreed to effect the Merger pursuant to Section 251(h) of the DGCL; and (iiiiv) resolved to recommend recommended that the stockholders of the Company Stockholders adopt this Agreement in accordance with tender their Shares to Merger Sub pursuant to the DGCL Offer (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereofof this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forescout Technologies, Inc)

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Company Board Approval. The Company Board has (i) determined that it is in the best interests of the Company and the Company Stockholders (including the Unaffiliated Company Stockholders)its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL upon the terms and subject to the conditions set forth herein; (ii) approved and adopted the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL upon the terms and conditions set forth herein; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement in accordance with the DGCL DGCL; and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company Stockholders at a meeting thereof (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quotient Technology Inc.)

Company Board Approval. The Company Board has unanimously (i) determined that it is in the best interests of the Company and the Company Stockholders (including the Unaffiliated Company Stockholders)its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL upon the terms and subject to the conditions set forth herein; (ii) approved and adopted the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL upon the terms and conditions set forth herein; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof; and (iv) adopted resolutions amending and restating the Bylaws in the manner previously disclosed to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (RealPage, Inc.)

Company Board Approval. The Company Board unanimously has (i) determined that it is in the best interests of the Company and the Company Stockholders (including the Unaffiliated Company Stockholders)its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL Transactions upon the terms and subject to the conditions set forth herein; (ii) approved and adopted the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunderunder this Agreement, and the consummation of the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL Transactions upon the terms and conditions set forth herein; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement in accordance with the DGCL DGCL; and (iv) directed that the adoption of this Agreement be submitted for consideration by the Company Stockholders at a meeting thereof (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Perficient Inc)

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