Approval and Recommendation of the Board Sample Clauses

Approval and Recommendation of the Board. The Company hereby approves of and consents to the making of the Offer and represents that (a) the Board of Directors of the Company, at a meeting duly called and 2 held on February 28, 1998 has (i) determined that the Merger and the Offer, taken together, are fair to, and in the best interests of, the Company and the
Sample 1Sample 2
AutoNDA by SimpleDocs
Approval and Recommendation of the Board. The Company hereby approves of and consents to the Merger and represents that the Board of Directors of the Company (hereafter, the "COMPANY BOARD"), at a meeting duly called and held on November 17, 2003, with Xxxxxxx X. Xxxxxxxx abstaining because of his joint current employment relationship with Centex Service Company, a wholly owned subsidiary of Centex, adopted resolutions, in accordance with the recommendation of the Special Committee, (i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby and (iii) recommending that the stockholders of the Company vote in favor of the Merger, subject to the Company Board's right to withdraw, modify or amend such recommendation if the Company Board or Special Committee determines in good faith, after receipt of the advice of its outside counsel, that such action is necessary for the Company Board to comply with its fiduciary duties under applicable law. The Company agrees to execute an amendment to the Nominee Agreement, in the form previously provided, that will allow, subject to the affirmative vote of the stockholders of Centex, which approval will be sought at the Stockholders' Meeting (as defined in Section 2.2 below), for the termination of the Nominee Agreement in all respects without effectuation of a Detachment (as defined in the Nominee Agreement) or distribution of the Deposited Securities (as defined in the Nominee Agreement). The Company Financial Advisor has delivered to the Special Committee its Fairness Opinion to the effect that, as of the date of such opinion, the Transaction, including the Merger Consideration, is fair to the Company's stockholders from a financial point of view.
Sample 1
Approval and Recommendation of the Board. The Company hereby approves of and consents to the Merger and represents that the Board of Directors of the Company (hereafter, the "Company Board"), at a meeting duly called and held on December 18, 2002, unanimously, with Xxxxxxx abstaining, adopted resolutions, in accordance with the recommendation of the Special Committee, (i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and the Disinterested Stockholders, (ii) approving, adopting and declaring advisable this Agreement and the transactions contemplated hereby and (iii) recommending that the stockholders of the Company vote in favor of the Merger, subject to the Company Board's right to withdraw, modify or amend such recommendation if the Company Board or Special Committee determines in good faith, after receipt of the advice of its outside counsel, that such action is necessary for the Company Board to comply with its fiduciary duties under applicable law. Xxxxxxx, Xxxxx & Co. (the "Committee Financial Advisor") has delivered to the Special Committee its opinion on December 18, 2002 to the effect that, as of such date, the Merger Consideration is fair to the Disinterested Stockholders from a financial point of view. ARTICLE II Proxy
Sample 1Sample 2
Approval and Recommendation of the Board. The Company hereby approves of and consents to the making of the Offer and represents and warrants that the Board (at a meeting duly called and held at which a quorum was present), acting on the unanimous recommendation of the Special Committee, duly adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to, and in the best interests of, the holders of the Public Shares, (ii) declaring advisable, approving and adopting this Agreement and the transactions contemplated hereby, including the Offer and the Merger and (iii) recommending that the holders of the Public Shares tender their Shares pursuant to the Offer and, if required under applicable law, approve and adopt this Agreement and the Merger, subject to the Special Committee's right to recommend that the Board withdraw, modify or amend such recommendation if the Special Committee determines in good faith by a majority vote, after receipt of the advice of its outside counsel, that such action is necessary in order for the Special Committee to comply with its fiduciary duties under applicable law. The Company shall furnish to Purchaser a copy of such resolutions, certified by an appropriate officer of the Company. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, subject to the Special Committee's right to recommend that the Board withdraw, modify or amend its recommendation, as described above.
Sample 1
Approval and Recommendation of the Board. The Company hereby approves of and consents to the making of the Offer and represents that (a) the Board of Directors of the Company, at a meeting duly called and held on December 16, 1997, has unanimously (i) determined that the Merger and the Offer, taken together, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) advised, authorized and approved this Agreement and approved the Merger and the other transactions contemplated hereby (including but not limited to the Offer), (iii) recommended that the stockholders of the Company accept the Offer and authorize and approve this Agreement and the transactions contemplated hereby, and (iv) agreed to recommend that holders of Company Common Stock tender their shares of Company Common Stock pursuant to the Offer, and (b) Bear, Xxxxxxx & Co., Inc. has delivered to the Board an oral opinion on December 16, 1997, which will be confirmed promptly in writing, to the effect that, as of such date, the consideration to be received by the holders of shares of Company Common Stock pursuant to the Offer and the Merger, taken together, is fair to the holders of shares of Company Common Stock from a financial point of view. Subject to the provisions of Section 7.6 hereof and the other provisions of this Agreement, the Company hereby consents to the inclusion in the Offer Documents prepared in connection with the Offer of the recommendation of the Board of Directors of the Company described in the immediately preceding sentence.
Sample 1
Approval and Recommendation of the Board. The Company hereby approves of and consents to the making of the Offer and represents that (a) the Board of Directors of the Company, at a meeting duly called and held on February 28, 1998 has (i) determined that the Merger and the Offer, taken together, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) advised, authorized and approved this Agreement and approved the Merger and the other transactions contemplated hereby (including but not limited to the Offer), (iii) recommended that the stockholders of the Company accept the Offer and authorize and approve this Agreement and the transactions contemplated hereby, and (iv) agreed to recommend that holders of Company Common Stock tender their shares of Company Common Stock pursuant to the Offer, and (b) Donaldson, Lufkin & Jenrette Securities Corporation has delivered to xxx Xxxxd xx xxxl oxxxxxx xn February 28, 1998 which will be confirmed promptly in writing, to the effect that, as of such date, the consideration to be received by the holders of shares of Company Common Stock pursuant to the Offer and the Merger, taken together, is fair to the holders of shares of Company Common Stock from a financial point of view. Subject to the provisions of Section 7.6 hereof and the other provisions of this Agreement, the Company hereby consents to the inclusion in the Offer Documents prepared in connection with the Offer of the recommendation of the Board of Directors of the Company described in the immediately preceding sentence.
Sample 1
Approval and Recommendation of the Board. The Company hereby approves of and consents to the making of the Offer and represents that (a) the Board of
Sample 1
AutoNDA by SimpleDocs

Related to Approval and Recommendation of the Board

  • Conclusions and Recommendations The literature review (see Appendix C) indicates a range of buffer width recommendations for protecting the shade function. Based on the XXXXX curve reported in this section of the report, approximately 1 SPTH (estimated at 61 meters or 200 ft) will provide nearly 100 percent effectiveness of the buffer to protect the intertidal from desiccation, elevated temperatures, and other shade-related functions. Of course, in nonforested community types (e.g., prairie and grasslands) the shade function from overstory trees may be unattainable. To maximize the buffer’s effectiveness to provide the shade function, the following actions are recommended: • Avoid disturbance to native vegetation in riparian areas, especially nearer the water’s edge. • Retain, restore, and enhance mature trees and a multi-layered canopy and understory of native vegetation at sites that support these types of plant communities. • Ensure that riparian areas can be maintained in mature, native vegetation through time. • Prevent modifications to banks and bluffs (e.g., armoring) that could disrupt natural processes (such as soil creep, development of backshore and overhanging vegetation, recruitment of wood and other organic matter to riparian area including beaches and banks.) • Prohibit cutting and topping of trees and avoid “limbing” (selective branch cutting to enhance views) of trees for view corridors and other purposes within buffers.

  • Company Board Recommendation (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions.

  • Decision of the Board The decision of the majority shall be the decision of the Board. Where there is no majority decision, the decision of the Chairperson shall be the decision of the Board. The decision of the Board of Arbitration shall be final, binding and enforceable on all parties, and may not be changed. The Board of Arbitration shall not have the power to change this Agreement or to alter, modify or amend any of its provisions. However, the Board shall have the power to dispose of a grievance by any arrangement which it deems just and equitable.

  • Board Recommendation The Acquiror Company Board, by unanimous written consent, has determined that this Agreement and the transactions contemplated by this Agreement are advisable and in the best interests of the Acquiror Company’s stockholders and has duly authorized this Agreement and the transactions contemplated by this Agreement.

  • Change of Recommendation Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Stockholder Approval, the Company’s Board of Directors may, if it concludes in good faith (after consultation with its financial advisors and outside legal advisors) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided that prior to any such Adverse Recommendation Change, (A) the Company shall have given Parent and Merger Sub prompt written notice advising them of (x) the decision of the Company’s Board of Directors to take such action and the reasons therefor and (y) in the event the decision relates to an Alternative Transaction Proposal, a summary of the material terms and conditions of the Alternative Transaction Proposal and other information requested to be provided with respect thereto pursuant to this Section 5.4, including the information required to be provided pursuant to Section 5.4(b) and (c), (B) the Company shall have given Parent and Merger Sub three (3) Business Days (the “Notice Period”) after delivery of each such notice to propose revisions to the terms of this Agreement (or make another proposal) and, during the Notice Period, the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases to constitute (in the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to make such adjustments in the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessary, and (C) the Company’s Board of Directors shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal shall be deemed a material revision), the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(d), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change.

  • Plenary authority of the Board of Trustees The Sub-Adviser and Adviser both acknowledge that the Fund is a mutual fund that operates as a series of the Trust under the authority of the Board of Trustees.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • No Government Recommendation or Approval The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Shares.

  • Board of Directors Approval Seller shall have received the approval of its board of directors to the transactions contemplated by this Agreement.

  • Composition of the Board of Directors Promptly upon the Share Purchase, Sub shall be entitled to designate such number of directors on the Board of Directors of the Corporation, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

Time is Money Join Law Insider Premium to draft better contracts faster.