Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. (a) The Board of Directors of the Company, by resolutions duly adopted by unanimous vote of those voting (who constituted all of the directors then in office) at a meeting duly called and held and not subsequently rescinded or modified in any way (the “Company Board Approval”), has duly (i) determined that this Agreement and the Merger are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Merger and (iii) recommended that the stockholders of the Company adopt this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (I Many Inc), Agreement and Plan of Merger and Reorganization (Ariba Inc), Agreement and Plan of Merger and Reorganization (Ariba Inc)

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Board Approval; Vote Required. (a) The Board of Directors of the Company, by resolutions duly adopted by unanimous vote of those voting (who constituted all of the directors then in office) at a meeting duly called and held and not subsequently rescinded or modified in any way (the "Company Board Approval"), has duly (i) determined that this Agreement and the Merger are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Merger and (iii) recommended that the stockholders of the Company adopt this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Selectica Inc), Agreement and Plan of Merger and Reorganization (Freemarkets Inc)

Board Approval; Vote Required. (a) The Board of Directors of the CompanyCompany Board, by resolutions duly adopted by unanimous vote of those voting (who constituted all of the directors then in office) at a meeting duly called and held and not subsequently rescinded or modified in any way (the “Company Board Approval”)held, has duly (i) determined that this Agreement and the Merger transactions contemplated hereby and thereby, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Merger transactions contemplated hereby and thereby, including the Offer and the Merger, and in accordance with the DGCL, and (iii) recommended that the stockholders resolved to recommend acceptance of the Offer and the adoption of this Agreement by the Company's stockholders at the Company adopt this AgreementStockholder Meeting.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Unilab Corp /De/), Agreement and Plan of Merger (Quest Diagnostics Inc)

Board Approval; Vote Required. (a) The Board of Directors of the CompanyCompany Board, by resolutions duly adopted by unanimous vote of those voting (who constituted all of the directors then in office) at a meeting duly called and held and not subsequently rescinded or modified in any way (as of the “Company Board Approval”)date hereof, has duly (i) determined that this Agreement and the Merger are advisable, consistent with and in furtherance of the long term business and strategy of the Company and are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Merger and declared their advisability, and (iii) recommended that the stockholders of the Company adopt this AgreementAgreement and directed that this Agreement be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting.

Appears in 1 contract

Samples: Agreement and Plan (International Steel Group Inc)

Board Approval; Vote Required. (a) The Board of Directors of the CompanyCompany Board, by resolutions duly adopted by unanimous vote of those voting (who constituted all of the directors then in office) at a meeting duly called and held and not subsequently rescinded or modified in any way (as of the “Company Board Approval”)date hereof, has duly (i) determined that this Agreement and the Merger are advisable, consistent with and in furtherance of the long term business and strategy of the Company and are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Merger and declared their advisability, and (iii) recommended that the stockholders of the Company adopt this AgreementAgreement and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting.

Appears in 1 contract

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

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Board Approval; Vote Required. (a) The Board of Directors of the CompanyCompany Board, by resolutions duly adopted by unanimous vote of those voting (who constituted all of the directors then in office) at a meeting duly called and held and not subsequently rescinded or modified in any way (the “Company Board Approval”)way, has duly (i) determined that this Agreement and the First Merger are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the First Merger and declared their advisability, and (iii) recommended that the stockholders of the Company approve and adopt this AgreementAgreement and approve the First Merger and directed that this Agreement and Transactions be submitted for consideration by the Company’s stockholders at the Company stockholders’ meeting.

Appears in 1 contract

Samples: Business Combination Agreement (ITHAX Acquisition Corp.)

Board Approval; Vote Required. (a) The Board Company board of Directors of the Companydirectors, by resolutions duly adopted by unanimous vote of those voting (who constituted all of the directors then in office) at a meeting duly called and held and not subsequently rescinded or modified in any way (the “Company Board Approval”)modified, has duly (i) determined that this Agreement and the Merger are advisable, fair to and in the best interests of the Company and its stockholdersStockholders, (ii) approved this Agreement and the Merger and declared their advisability, (iii) recommended that the stockholders of the Company approve and adopt this AgreementAgreement and approve the Merger and (iv) directed that this Agreement and the transactions contemplated hereby be submitted for consideration by the Company's stockholders entitled to vote thereon.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dycom Industries Inc)

Board Approval; Vote Required. (a) The Board of Directors of the CompanyCompany Board, by resolutions duly adopted by a unanimous vote of those voting (who constituted all of the directors then in office) at a meeting duly called and held and not subsequently rescinded or modified in any way (the “Company Board Approval”)held, has duly (i) determined that this Agreement and the Merger transactions contemplated hereby and thereby, including the Arrangement, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the Merger transactions contemplated hereby and thereby, including the Arrangement, and (iii) recommended that resolved to recommend adoption of this Agreement by the stockholders of the Company adopt this AgreementCompany's stockholders.

Appears in 1 contract

Samples: Pre Merger Agreement (Dynacare Inc)

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