Common use of Board Approval; Vote Required Clause in Contracts

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by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written resolution, has duly (a) determined that this Agreement and the Transactions are fair to and in the best interests of the Company and the Company Subsidiaries, (b) approved this Agreement and the Transactions and declared their advisability, and (c) recommended that the shareholders of the Company approve and adopt this Agreement and approve the Transactions, and directed that the Agreement and the Transactions (including the F-Reorg Merger and the Mergers) be submitted for consideration by the Company’s shareholders.

Appears in 2 contracts

Samples: Merger Agreement and Plan of Reorganization (Hennessy Capital Investment Corp. V), Merger Agreement and Plan of Reorganization (Hennessy Capital Investment Corp. V)

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Board Approval; Vote Required. (a) The Company SPAC 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by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written resolution, has duly (ai) determined that this Agreement and the Transactions are fair to and in the best interests of the Company SPAC and the Company Subsidiariesits stockholders, (bii) approved this Agreement and the Transactions and declared their advisability, advisability and (ciii) recommended that the shareholders of the Company SPAC Stockholders approve and adopt this Agreement and approve the Transactions, and directed that the this Agreement and the Transactions (including the F-Reorg Merger and the Mergers) be submitted for consideration by the Company’s shareholdersSPAC Stockholders at the SPAC Stockholders’ Meeting.

Appears in 2 contracts

Samples: Business Combination Agreement (Schultze Special Purpose Acquisition Corp.), Business Combination Agreement (Schultze Special Purpose Acquisition Corp.)

Board Approval; Vote Required. (a) The Company SPAC 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by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written resolution, has duly (ai) determined that this Agreement and the Transactions are fair to and in the best interests of the Company SPAC and the Company SubsidiariesSPAC Stockholders, (bii) approved this Agreement and Agreement, the Transactions and declared their advisability, and (ciii) recommended that the shareholders of the Company SPAC Stockholders approve and adopt this Agreement and approve the TransactionsSPAC Merger, and directed that the this Agreement and the Transactions (including the F-Reorg Merger and the Mergers) SPAC Merger, be submitted for consideration by the Company’s shareholdersSPAC Stockholders at the SPAC Stockholders’ Meeting.

Appears in 2 contracts

Samples: Business Combination Agreement (OTR Acquisition Corp.), Business Combination Agreement (OTR Acquisition Corp.)

Board Approval; Vote Required. (a) The Company SPAC Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and held, which resolutions have not been subsequently rescinded or modified in any way, or by unanimous written resolution, has duly (ai) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of the Company and the Company SubsidiariesSPAC, (bii) approved this Agreement and the Transactions and declared their advisabilitythe performance by SPAC of its obligations under this Agreement and the Ancillary Agreements, and (ciii) recommended that the shareholders of the Company SPAC approve and adopt this Agreement and approve the Transactions, Transactions and directed that the this Agreement and the Transactions (including the F-Reorg Merger and the Mergers) be submitted for consideration by the Company’s shareholdersshareholders of SPAC at the SPAC Shareholders’ Meeting.

Appears in 2 contracts

Samples: Letter Agreement (ESGEN Acquisition Corp), Letter Agreement (ESGEN Acquisition Corp)

Board Approval; Vote Required. (a) The Company SPAC Board, by resolutions duly adopted by unanimous a majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written resolution, has duly (ai) determined that this Agreement and the Transactions are fair to and in the best interests of the Company SPAC and the Company Subsidiariesits stockholders, (bii) approved this Agreement and Agreement, the Transactions and declared their advisabilitythe other SPAC Proposals, and (ciii) recommended that the shareholders of the Company SPAC approve and adopt this Agreement and approve Merger and the Transactionsother SPAC Proposals, and directed that the this Agreement and the Transactions (including the F-Reorg Merger and the Mergers) other SPAC Proposals, be submitted for consideration by the Company’s shareholdersshareholders of SPAC at the SPAC Shareholders’ Meeting.

Appears in 1 contract

Samples: Business Combination Agreement (Aurora Technology Acquisition Corp.)

Board Approval; Vote Required. (a) The Company SPAC Board, by resolutions duly adopted by unanimous majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written resolution, has duly (ai) determined that this Agreement and the Transactions are fair to and in the best interests of the Company SPAC and the Company SubsidiariesSPAC Stockholders, (bii) approved this Agreement and the Transactions and declared their advisability, advisability and (ciii) recommended that the shareholders of the Company SPAC Stockholders approve and adopt this Agreement and approve the Transactions, and directed that the this Agreement and the Transactions (including the F-Reorg Merger and the Mergers) Transactions, be submitted for consideration by the Company’s shareholdersSPAC Stockholders at the SPAC Stockholders’ Meeting.

Appears in 1 contract

Samples: Business Combination Agreement (CIIG Merger Corp.)

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Board Approval; Vote Required. (a) The Company SPAC 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, or by unanimous written resolution, has duly (ai) determined that this Agreement and the Transactions are fair to and in the best interests of the Company SPAC and the Company SubsidiariesSPAC Shareholders, (bii) approved this Agreement and the Transactions and declared their advisability, and (ciii) recommended that the shareholders of the Company SPAC Shareholders approve and adopt this Agreement and approve the TransactionsSPAC Merger, and directed that the this Agreement and the Transactions (including the F-Reorg SPAC Merger and the Mergers) be submitted for consideration by the Company’s shareholdersSPAC Shareholders at the SPAC Shareholders’ Meeting.

Appears in 1 contract

Samples: Business Combination Agreement (Project Energy Reimagined Acquisition Corp.)

Board Approval; Vote Required. (a) The Company SPAC 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, or by unanimous written resolution, has duly (ai) determined that this Agreement and the Transactions (including the Company Amalgamation) are fair to to, advisable and in the best interests of the Company SPAC and the Company SubsidiariesSPAC Shareholders, (bii) approved this Agreement and the Transactions and declared their advisability, and (ciii) recommended that the shareholders of the Company SPAC Shareholders approve and adopt this Agreement the SPAC Proposals and approve the Transactions, and (iv) directed that the Agreement and the Transactions (including the F-Reorg Merger and the Mergers) SPAC Proposals be submitted for consideration by the Company’s shareholders.SPAC Shareholders at the SPAC Shareholders’ Meeting. 57

Appears in 1 contract

Samples: Business Combination Agreement (Oxus Acquisition Corp.)

Board Approval; Vote Required. (a) The Company SPAC 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, or by unanimous written resolution, has duly (ai) determined that this Agreement and the Transactions are fair to and in the best interests of the Company SPAC and the Company Subsidiariesits shareholders, (bii) approved this Agreement and the Transactions and declared their advisability, and (ciii) recommended that the shareholders of the Company SPAC approve and adopt this Agreement and approve the TransactionsSPAC Merger, and directed that the this Agreement and the Transactions (including the F-Reorg SPAC Merger and the Mergers) be submitted for consideration by the Company’s shareholdersshareholders of SPAC at the SPAC Shareholders’ Meeting.

Appears in 1 contract

Samples: Business Combination Agreement (European Sustainable Growth Acquisition Corp.)

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