Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders, (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent, (c) adopted this Agreement in accordance with the provisions of the Delaware Act, and (d) directed that this Agreement and the Merger be submitted to the Parent stockholders for their adoption and approval and resolved to recommend that the Parent stockholders vote in favor of the adoption of this Agreement and the approval of the Merger and the transactions contemplated hereby.
Appears in 7 contracts
Samples: Agreement and Plan of Merger and Reorganization (ViewRay, Inc.), Agreement and Plan of Merger and Reorganization (ViewRay, Inc.), Agreement and Plan of Merger and Reorganization (Miramar Labs, Inc.)
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders Company Stockholder and is on terms that are fair to such Parent stockholdersCompany Stockholder, (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition SubsidiaryMergerCo, and the Board of Directors of the Acquisition SubsidiaryMergerCo, to approve the Merger and this Agreement by unanimous written consent, (c) adopted this Agreement in accordance with the provisions of the Delaware Nevada Act, and (d) directed that this Agreement and the Merger be submitted to the Parent stockholders Company Stockholder for their adoption and approval and resolved to recommend that the Parent stockholders Company Stockholder vote in favor of the adoption of this Agreement and the approval of the Merger and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ds Healthcare Group, Inc.), Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.), Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.)
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent the Parent’s stockholders, (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent, (c) adopted this Agreement in accordance with the provisions of the Delaware Act, and (d) directed that this Agreement and the Merger be submitted to the Parent Parent’s stockholders for their adoption and approval and resolved to recommend that the Parent stockholders vote in favor of the adoption of this Agreement and the approval of the Merger and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Makamer Holdings, Inc.)