Board Action; Vote Required. (a) The Board of Directors of the Company has unanimously determined that the transactions contemplated by this Agreement are in the best interests of the Company and its stockholders and has resolved to recommend to such stockholders that they vote in favor thereof.
Board Action; Vote Required. (a) The Board of Directors of Brekford has determined that the transactions contemplated by this Agreement are in the best interests of Brekford and its stockholders and has resolved to recommend to such stockholders that they vote in favor thereof.
Board Action; Vote Required. (a) Abacus' Board of Directors has approved this Agreement, the Abacus Stock Option Agreement and the transactions contemplated hereby and thereby, including the Merger, has determined that the Merger is advisable, fair to and in the best interests of Abacus and its stockholders and has resolved to recommend to stockholders that they vote in favor of approving and adopting this Agreement and approving the Merger. Neither Section 203 of the DGCL nor any other state takeover or similar statute or regulation applies to the Merger, this Agreement, the Abacus Stock Option Agreement (including the purchase of shares of Abacus Common Stock thereunder) or any of the transactions contemplated hereby or thereby. The Board of Directors of Abacus has duly adopted (and not withdrawn) a resolution rescinding any authorization previously granted permitting Abacus to repurchase shares of Abacus Common Stock. In connection with each Abacus Benefit Plan under which a holder of an option granted pursuant thereto would be entitled, in respect of such option, to receive cash upon a change of control, the Board of Directors (or the appropriate Committee thereof) has taken all necessary action so that in connection with the Merger such holder would be entitled to exercise such option solely for shares of Abacus Common Stock or, following the Merger, Alphabet Common Stock.
Board Action; Vote Required. (a) The Company's Board of Directors has unanimously approved this Agreement and the transactions contemplated hereby, has determined that the transactions contemplated hereby are fair to and in the best interests of Company and its Shareholders and has resolved to recommend to Shareholders that they vote in favor of approving and adopting this Agreement and the Merger.
Board Action; Vote Required. (a) Alphabet's Board of Directors has approved this Agreement, the Alphabet Stock Option Agreement and the transactions contemplated hereby and thereby, including the Merger, has determined that the Merger is advisable, fair to and in the best interests of Alphabet and its stockholders and has resolved to recommend to its stockholders that they vote in favor of the issuance of shares of Alphabet Common Stock pursuant to the terms hereof. Neither Section 203 of the DGCL, nor any other state takeover or similar statute or regulation applies to the Merger, this Agreement, the Alphabet Stock Option Agreement (including the purchase of shares of Alphabet Common Stock thereunder) or any of the transactions contemplated hereby or thereby. The Board of Directors of Alphabet has duly adopted (and not withdrawn) a resolution rescinding any authorization previously granted permitting Alphabet to repurchase shares of Alphabet Common Stock.
Board Action; Vote Required. Applicability of
Board Action; Vote Required. (a) Kroger's Board of Directors has approved this Agreement, the Stock Option Agreements and the transactions contemplated hereby and thereby, including the Merger, has determined that the Merger is in the best interests of Kroger and its stockholders and has resolved to recommend to its stockholders that they vote in favor of approving and authorizing this Agreement and the Merger (including the issuance of shares of Kroger Common Stock pursuant to the terms hereof). Neither Section 1704.02 of the OGCL nor any other state takeover or similar statute or regulation applies to the Merger, this Agreement, the Kroger Stock Option Agreement (including the purchase of shares of Kroger Common Stock thereunder) or any of the transactions contemplated hereby or thereby. The Board of Directors of Kroger has duly adopted (and not withdrawn) a resolution rescinding any authorization previously granted permitting Kroger to repurchase shares of Kroger Common Stock.
Board Action; Vote Required. Applicability of --------------------------------------------- Article 14. (a) The Board of Directors of Telco has unanimously determined that ---------- the transactions contemplated by this Agreement are in the best interests of Telco and its stockholders and has resolved to recommend to such stockholders that they vote in favor thereof.
Board Action; Vote Required. 28 3.30 Year 2000.......................................................... 28 3.31 Affiliates......................................................... 28 3.32
Board Action; Vote Required. The HFP Board has --------------------------- determined that the transactions contemplated by this Agreement are in the best interests of HFP and its stockholders and has approved such transactions and resolved to recommend to such stockholders that they vote in favor thereof and such approval constitutes approval of the transactions contemplated by this Agreement by the HFP Board under the provisions of Section 203 of the DGCL and Article V of the HFP Charter such that Section 203 of the DGCL and Article V of the HFP Charter do not apply to this Agreement or the Option Agreement or the transactions contemplated hereby or thereby. No other "fair price," "moratorium," "control share acquisition" or other form of antitakeover statute or regulation as in effect on the date hereof or any antitakeover provision in the HFP Charter or HFP Bylaws is applicable to HFP, the shares of HFP Common Stock, the Merger or the other transactions contemplated by this Agreement or the Option Agreement.
