Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. (a) The Board, by resolutions duly adopted by unanimous vote at a meeting duly called and held and not subsequently rescinded or modified in any way on or prior to the date hereof (the "Company Board Approval"), has duly (i) approved this Agreement and the Merger, and determined that the execution, delivery and performance of this Agreement is advisable and (ii) recommended that the stockholders of the Company approve the Merger and this Agreement and directed that this Agreement and the transactions contemplated hereby be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting (as hereinafter defined).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Hub International LTD), Agreement and Plan of Merger (Kaye Group Inc), Agreement and Plan of Merger (Hub International LTD)

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Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way on or prior to the date hereof (the "Company Board Approval")way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and the Company Stockholders, (ii) approved this Agreement and the MergerMerger and declared their advisability, and determined that the execution, delivery and performance of this Agreement is advisable and (iiiii) recommended that the stockholders of the Company Stockholders approve and adopt this Agreement and approve the Merger and this Agreement and directed that this Agreement and the transactions contemplated hereby be submitted for consideration by the Company's stockholders Company Stockholders at the Company Stockholders' Meeting (as hereinafter defined)’ Meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Barington/Hilco Acquisition Corp.)

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way on or prior to the date hereof (the "Company Board Approval")way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders, (ii) approved this Agreement and the Merger, and determined that the execution, delivery and performance of this Agreement is advisable Merger and (iiiii) recommended that the stockholders shareholders of the Company approve and adopt this Agreement and approve the Merger and this Agreement and directed that this Agreement and the transactions contemplated hereby be submitted for consideration by the Company's stockholders shareholders at the Company Stockholdersa shareholders' Meeting (as hereinafter defined)meeting or pursuant to action to be taken by written consent.

Appears in 1 contract

Samples: Acquisition Agreement (Orthofix International N V)

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote at a meeting duly called and held and not subsequently rescinded or modified in any way on or prior to the date hereof (the "Company Board Approval")hereof, has duly (i) determined that the Merger is fair to and in the best interests of the Company and its shareholders, (ii) approved this Agreement and the Mergerdeclared its advisability, and determined (iii) resolved to recommend that the execution, delivery and performance of this Agreement is advisable and (ii) recommended that the stockholders shareholders of the Company approve the Merger and adopt this Agreement and directed that this Agreement and the transactions contemplated hereby be submitted for consideration by to a vote of the Company's stockholders ’s shareholders entitled to vote thereon at the Company Stockholders' Shareholders’ Meeting (as hereinafter definedcollectively, the “Company Recommendation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Penn Millers Holding Corp)

Board Approval; Vote Required. (a) The BoardOn or prior to the date of this Agreement, the Board of Directors of the Company, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way on or prior to the date hereof (the "Company Board Approval")way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Merger, and determined that the execution, delivery and performance of this the Merger Agreement is advisable and (iiiii) recommended that the stockholders of the Company approve the Merger and adopt this Agreement (the "Company Recommendation") and directed that this Agreement and the transactions contemplated hereby be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting (Meeting, as hereinafter defineddefined in Section 6.01(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (SDL Inc)

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way on or prior to the date hereof (the "Company Board Approval")way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Merger, and determined that the execution, delivery and performance of this Agreement is advisable and (iiiii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and this Agreement and directed that this Agreement and the transactions contemplated hereby Transactions be submitted for consideration by the Company's ’s stockholders at the Company Stockholders' Meeting (as hereinafter defineddefined below).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Stantec Inc)

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way on or prior to the date hereof (the "Company Board Approval")way, has duly (i) determined that this Agreement and the Mergers are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the MergerMergers and declared their advisability, and determined that the execution, delivery and performance of this Agreement is advisable and (iiiii) recommended that the stockholders of the Company approve the Merger and adopt this Agreement and approve the Mergers and directed that this Agreement and the transactions contemplated hereby Transactions be submitted for consideration by the Company's ’s stockholders at the Company stockholders’ meeting (the “Company Stockholders' Meeting (as hereinafter defined’ Meeting”).

Appears in 1 contract

Samples: Business Combination Agreement (Cambridge Capital Acquisition Corp)

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Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way on or prior to the date hereof (the "Company Board Approval")way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Merger, and determined that the execution, delivery and performance of this Agreement is advisable and (iiiii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and this Agreement and directed that this Agreement and the transactions contemplated hereby Transactions be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting (as hereinafter defineddefined below).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Keith Companies Inc)

Board Approval; Vote Required. (a) a. The Company Board, by resolutions duly adopted by unanimous vote at a meeting duly called and held and not subsequently rescinded or modified in any way on or prior to the date hereof (the "Company Board Approval")way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the MergerMerger and declared their advisability, and determined that the execution, delivery and performance of this Agreement is advisable and (iiiii) recommended that the stockholders of the Company approve the Merger and adopt this Agreement and directed that this Agreement and the transactions contemplated hereby be submitted for consideration by the Company's ’s stockholders at the Company Stockholders' Meeting (as hereinafter defineddefined below).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Epocrates Inc)

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way on or prior to the date hereof (the "Company Board Approval")way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the MergerMerger and declared their advisability, and determined that the execution, delivery and performance of this Agreement is advisable and (iiiii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and this Agreement and directed that this Agreement and the transactions contemplated hereby be submitted for consideration by the Company's ’s stockholders at the Company Stockholders' Meeting (as hereinafter defined)stockholders’ meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Constellation Alpha Capital Corp.)

Board Approval; Vote Required. (a) a. The Company Board, by resolutions duly adopted by unanimous vote at a meeting duly called and held and not subsequently rescinded or modified in any way on or prior to the date hereof (the "Company Board Approval")way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the MergerMerger and declared their advisability, and determined that the execution, delivery and performance of this Agreement is advisable and (iiiii) recommended that the stockholders of the Company approve the Merger and adopt this Agreement and directed that this Agreement and the transactions contemplated hereby be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting (as hereinafter defineddefined below).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Athenahealth Inc)

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