Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. (a) The Parent Board, by resolutions duly adopted by a vote of the members of the Parent Board at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Parent and its stockholders, (ii) approved this Agreement and the Transactions and declared their advisability, and (iii) recommended that the stockholders of Parent approve and adopt this Agreement and the Merger, and directed that this Agreement and the Merger, be submitted for consideration by the stockholders of Parent at the Parent Stockholders’ Meeting.

Appears in 5 contracts

Samples: Merger Agreement and Plan of Reorganization (Progressive Care Inc.), Merger Agreement and Plan of Reorganization (NextPlat Corp), Merger Agreement and Plan of Reorganization (Progressive Care Inc.)

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Board Approval; Vote Required. (a) The Parent Board, by resolutions duly adopted by a unanimous vote of the members of the Parent Board those voting at a meeting duly called and held held, or by unanimous written consent, and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Parent and its stockholders, (ii) approved this Agreement and the Transactions and declared their advisability, and (iii) recommended that the stockholders of Parent approve and adopt this Agreement Agreement, the Mergers and the Mergerother Transactions, and directed that this Agreement Agreement, the Mergers and the Mergerother Transactions, as applicable, be submitted for consideration by the stockholders of Parent at the Parent Stockholders’ Meeting.

Appears in 2 contracts

Samples: Registration Rights Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)

Board Approval; Vote Required. (a) The Parent Board, by resolutions duly adopted by a unanimous vote of the members of the Parent Board those voting at a meeting duly called and held and not subsequently rescinded or modified in any wayway as of the date hereof, has duly (i) determined that this Agreement and the Transactions are consistent with and in furtherance of the long term business and strategy of Parent and are fair to and in the best interests of Parent and its stockholdersShareholders, (ii) approved this Agreement and the Transactions and declared their advisability, advisability and (iii) recommended that the stockholders shareholders of Parent approve and adopt this Agreement and the Merger, Transactions and directed that this Agreement and the Merger, Transactions be submitted for consideration by the Parent's stockholders of Parent at the Parent Stockholders’ Shareholders' Meeting.

Appears in 1 contract

Samples: Agreement and Plan (International Steel Group Inc)

Board Approval; Vote Required. (a) The Parent BoardOn or prior to the date of this Agreement, the Board of Directors of Parent, by resolutions duly adopted by a unanimous vote of the members of the Parent Board those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions Merger are fair to and in the best interests of Parent and its stockholders, (ii) approved this Agreement and the Transactions Merger, and declared their advisabilitydetermined that the execution, delivery and performance of the Merger Agreement is advisable and (iii) recommended that the stockholders of Parent approve and adopt the issuance of Parent Common Stock pursuant to this Agreement and (the Merger, "Company Recommendation") and directed that this Agreement and the Merger, issuance of such shares be submitted for consideration by the Parent's stockholders of Parent at the Parent Stockholders' Meeting, as defined in Section 6.01(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (SDL Inc)

Board Approval; Vote Required. (a) The Parent Board, by resolutions duly adopted by a unanimous vote of the members of the Parent Board those voting at a meeting duly called and held held, or by unanimous written consent, and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Parent and its stockholders, (ii) approved this Agreement and the Transactions and declared their advisability, and (iii) recommended that the stockholders of Parent approve and adopt this Agreement Agreement, the Merger and the Mergerother Transactions, and directed that this Agreement Agreement, the Merger and the Mergerother Transactions, as applicable, be submitted for consideration by the stockholders of Parent at the Parent Stockholders’ Meeting.

Appears in 1 contract

Samples: Business Combination Agreement (Social Leverage Acquisition Corp I)

Board Approval; Vote Required. (a) The Parent Board, by resolutions duly adopted by a unanimous vote of the members of the Parent Board those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Parent and its stockholders, (ii) approved this Agreement and the Transactions and declared their advisability, and (iii) recommended that the stockholders of Parent approve and adopt this Agreement and the Merger, and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of Parent at the Parent Stockholders’ Meeting.

Appears in 1 contract

Samples: Business Combination Agreement (New Beginnings Acquisition Corp.)

Board Approval; Vote Required. (a) The Parent Board, by resolutions duly adopted by a unanimous vote of the members of the Parent Board those voting at a meeting duly called and held and not subsequently rescinded or modified in any wayway as of the date hereof, has duly (i) determined that this Agreement and the Transactions are consistent with and in furtherance of the long term business and strategy of Parent and are fair to and in the best interests of Parent and its stockholdersShareholders, (ii) approved this Agreement and the Transactions and declared their advisability, advisability and (iii) recommended that the stockholders shareholders of Parent approve and adopt this Agreement and the Merger, Transactions and directed that this Agreement and the Merger, Transactions be submitted for consideration by the Parent’s stockholders of Parent at the Parent StockholdersShareholders’ Meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ispat International Nv)

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Board Approval; Vote Required. (a) The Parent BoardMerger Sub Board has, by resolutions duly adopted by a vote of the members of the Parent Board at a meeting duly called and held written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Merger Sub and Parent and its stockholders(as the sole stockholder of Merger Sub), (ii) approved this Agreement and the Transactions and declared their advisability, advisability and (iii) recommended that Parent (as the stockholders sole stockholder of Parent Merger Sub) approve and adopt this Agreement and approve the Merger, Transactions and directed that this Agreement and the Merger, Transactions be submitted for consideration and approval by Parent (as the stockholders sole stockholder of Parent at the Parent Stockholders’ MeetingMerger Sub).

Appears in 1 contract

Samples: Business Combination Agreement (Lionheart III Corp)

Board Approval; Vote Required. (a) The Parent Board, by resolutions duly adopted by a majority vote of the members of the Parent Board those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Parent and its stockholdersshareholders, (ii) approved this Agreement and the Transactions and declared their advisability, and (iii) recommended determined that the stockholders fair market value of the Company is equal to at least 80% of the Trust Account, as applicable, (iv) approved the transactions contemplated by this Agreement as a business combination, and (v) resolved to recommend that the shareholders of Parent approve and adopt this Agreement and the MergerTransactions, and directed that this Agreement and the MergerTransactions, be submitted for consideration by the stockholders shareholders of Parent at the Parent StockholdersHolders’ Meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Virgin Group Acquisition Corp. II)

Board Approval; Vote Required. (a) The Parent Board, by resolutions duly adopted by a unanimous vote of the members of the Parent Board at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Parent and its stockholders, (ii) approved this Agreement and the Transactions and declared their advisability, and (iii) recommended that the stockholders of Parent approve and adopt this Agreement and the MergerMergers, and directed that this Agreement and the Merger, Mergers be submitted for consideration by the stockholders of Parent at the Parent Stockholders’ Meeting.

Appears in 1 contract

Samples: Merger Agreement and Plan of Reorganization (Isleworth Healthcare Acquisition Corp.)

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