Common use of Board Approval Clause in Contracts

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assets.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Key Hospitality Acquisition CORP), Agreement and Plan of Merger (Israel Technology Acquisition Corp.), Agreement and Plan of Merger (Israel Technology Acquisition Corp.)

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Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared determined that the advisability Merger is fair to and in the best interests of Parent and its stockholders, (ii) determined to recommend that the stockholders of Parent approve the Issuance of the Merger Shares and (iii) duly approved the Merger, this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assets.

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Komag Inc /De/)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s 's net assets.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Terra Nova Acquisition CORP), Agreement and Plan of Merger (Arpeggio Acquisition Corp), Agreement and Plan of Merger (Juniper Partners Acquisition Corp.)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously determined (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is fair to, and in the best interests of the stockholders of ParentParent and its shareholders, and (iiiii) determined to recommend that the fair market value shareholders of Parent approve the issuance of shares of Parent Common Stock by virtue of the Company is equal to at least 80% of Parent’s net assetsMerger.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Terra Tech Corp.), Agreement and Plan of Merger (One2one Living Corp), Agreement and Plan of Merger (Soefl Inc.)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of determined that the Merger is fair to and in the best interests of Parent and its stockholders, (ii) determined to recommend that the stockholders of Parent approve the Share Issuance and (iii) duly approved the Merger, this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assets.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Eagle Wireless International Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is fair to, and in the best interests of the stockholders of ParentParent and its shareholders, and has approved this Agreement and (iiiii) determined recommends that the fair market value shareholders of Parent approve each of the Company is equal to at least 80% of Parent’s net assetsParent Shareholder Approval Matters.

Appears in 4 contracts

Samples: Registration Rights Agreement (Interland Inc), Agreement and Plan of Merger 2 Agreement (Gayranovic Kenneth), Agreement and Plan of Merger (Micron Technology Inc)

Board Approval. The Board board of Directors directors of each of Parent (including any required committee or subgroup of the Board of Directors of Parent) and Merger Sub has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger Transactions and approved this Agreement in accordance with the Charter Documents of such entity, and the transactions contemplated hereby, (ii) determined that the Merger is Transactions are in the best interests of the stockholders shareholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assetssuch entity.

Appears in 4 contracts

Samples: Business Combination Agreement (Fusion Fuel Green LTD), Business Combination Agreement (Schwarz Jeffrey E), Business Combination Agreement (Fusion Fuel Green LTD)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is fair to, and in the best interests of Parent and its stockholders, and has approved this Agreement and (ii) recommends that the stockholders of ParentParent approve the issuance of shares of Parent Common Stock pursuant to the Merger and the Related Agreements, and (iii) determined that the fair market value of the Company is equal to at least 80% amendment of Parent’s net assets's Certificate of Incorporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (Neoforma Com Inc)

Board Approval. The Board board of Directors directors of Parent (including any required committee or subgroup of the Board board of Directors directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders Stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 8050% of Parent’s net assets.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Brampton Crest International Inc), Agreement and Plan of Merger (Blue Mountain Resources Inc.)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the -------------- date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is fair to, and in the best interests of Parent and its stockholders, and has approved this Agreement and (ii) recommends that the stockholders of Parent, and (iii) determined that the fair market value Parent approve each of the Company is equal to at least 80% of Parent’s net assetsParent Stockholder Approvals.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Verisign Inc/Ca), Agreement and Plan of Merger (Verisign Inc/Ca)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger Business Combination and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger Business Combination is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assets.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Endeavor Acquisition Corp.), Agreement and Plan of Reorganization (Endeavor Acquisition Corp.)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, Agreement unanimously (i) declared the advisability of the Merger and approved approved, subject to stockholder approval, this Agreement and the transactions Transactions contemplated hereby, hereby and (ii) determined that the Merger is in the best interests of the stockholders of Parent, Parent and (iii) determined is on terms that the are fair market value of the Company is equal to at least 80% of Parent’s net assetssuch stockholders.

Appears in 2 contracts

Samples: Voting Agreement (H Power Corp), Agreement and Plan of Merger (Plug Power Inc)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreementhereof, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of ParentParent and is on terms that are fair to such stockholders, and (iii) has approved the Share Issuance and (iv) has determined to recommend that the fair market value stockholders of Parent vote in favor of the Company is equal to at least 80% of Parent’s net assetsShare Issuance.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Triquint Semiconductor Inc), Agreement and Plan of Reorganization (Sawtek Inc \Fl\)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of determined that the Merger is fair to and in the best interests of Parent and its shareholders, and (ii) duly approved the Merger, this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assets.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Dynamic Health Products Inc), Agreement and Plan of Reorganization (GeoPharma, Inc.)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, has unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated herebyMerger, (ii) determined that the Merger is in the best interests of the stockholders of Parent, Parent and is on terms that are fair to such stockholders and (iii) determined recommended that the fair market value stockholders of Parent approve this Agreement and the Merger. Parent has taken all action necessary to render the rights issued pursuant to the terms of the Company is equal Rights Agreement inapplicable to at least 80% of Parent’s net assetsthis Merger, this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Credence Systems Corp), Agreement and Plan of Reorganization (Nptest Holding Corp)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the -------------- date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of Parent and its stockholders, and has approved this Agreement and the Parent Authorization Agreements, and (ii) recommends that the stockholders of Parent, and (iii) determined that the fair market value Parent approve each of the Company is equal to at least 80% of Parent’s net assetsParent Stockholder Approvals.

Appears in 2 contracts

Samples: Voting Agreement (Broadbase Software Inc), Agreement and Plan of Merger (Kana Communications Inc)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared determined that the advisability Merger is fair to and in the best interests of Parent and its stockholders, (ii) determined to recommend that the stockholders of Parent approve the issuance of the Merger Shares and (iii) duly approved the Merger, this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assets.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Xcarenet Inc), Agreement and Plan of Merger and Reorganization (Healthcare Com Corp)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, Agreement unanimously (ia) declared the advisability of the Merger approved and approved deemed advisable this Agreement and the transactions contemplated hereby, hereby and (iib) determined that the Merger is in the best interests of the stockholders of Parent, Parent and (iii) determined is on terms that the are fair market value of the Company is equal to at least 80% of Parent’s net assetssuch stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Artisan Components Inc)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously has (i) declared the advisability of determined that the Merger is advisable and in the best interests of Parent and its stockholders, and (ii) duly approved the Merger, this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that authorized the fair market value Merger, this Agreement and all transactions contemplated hereby in good faith by the affirmative vote of a majority of disinterested directors of Parent after requisite disclosure in compliance with Section 144(a)(1) of the Company is equal to at least 80% of Parent’s net assetsDelaware General Corporation Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Matria Healthcare Inc)

Board Approval. The Board board of Directors directors of Parent (including any required committee or subgroup of the Board board of Directors directors of Parent) has, as of the date of this Agreement, unanimously Agreement (i) declared determined that the advisability merger is fair to, and in the best interests of the Merger Parent and its stockholders, and (ii) duly approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assets.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tailwind Financial Inc.)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date -------------- of this Agreement, Agreement unanimously (ia) declared the advisability of the Merger approved and approved deemed advisable this Agreement and the transactions contemplated hereby, hereby and (iib) determined that the Merger is in the best interests of the stockholders of Parent, Parent and (iii) determined is on terms that the are fair market value of the Company is equal to at least 80% of Parent’s net assetssuch stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cobalt Networks Inc)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is fair to, and in the best interests of Parent and its stockholders, and has approved this Agreement and (ii) recommends that the stockholders of Parent, and (iii) determined that the fair market value Parent approve each of the Company is equal to at least 80% of Parent’s net assetsParent Stockholder Approvals.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Network Solutions Inc /De/)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, (i) as of the -------------- date of this Agreement, unanimously (i) declared the advisability of determined that the Merger is fair to, and in the best interests of Parent and its stockholders, and has approved this Agreement and the Stock Option Agreement and (ii) reserved for issuance sufficient shares of Parent Common Stock to consummate the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assets.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Verisign Inc/Ca)

Board Approval. The Board of Directors of the Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously determined (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is fair to, and in the best interests of the stockholders of ParentParent and its shareholders, and (iiiii) determined to recommend that the fair market value shareholders of the Company is equal to at least 80% Parent approve the issuance of Parent’s net assetsshares of Parent Common Stock by virtue of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Copper Valley Minerals LTD)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously determined (i) declared the advisability of the that Merger I is fair to, and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of Parent and its stockholders, and (ii) to recommend that the stockholders of Parent, Parent approve this Agreement and (iii) determined that the fair market value issuance of the Company is equal to at least 80% of Parent’s net assetsParent Common Stock in Merger I (the "Parent Recommendation").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vaxgen Inc)

Board Approval. The Parent’s Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger Mergers and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is Mergers are in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assetsthe balance in the Trust Fund.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Black Ridge Acquisition Corp.)

Board Approval. The Board of Directors of the Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously determined (i) declared that the advisability Merger is fair to and in the best interest of the Merger Parent and approved this Agreement and the transactions contemplated herebyits stockholders, (ii) determined that to propose this Agreement for approval and adoption by the Merger is in Parent’s stockholders and to declare the best interests of advisability o the stockholders of ParentAgreement, and (iii) determined to recommend that the fair market value stockholders of the Company is equal to at least 80% of Parent’s net assetsParent approve and adopt this Agreement and approve the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Omega Ventures Inc)

Board Approval. The Board board of Directors directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated herebyTransactions, (ii) determined that the Merger is in the best interests of the stockholders shareholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assetsthe balance in the Trust Account.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avista Healthcare Public Acquisition Corp.)

Board Approval. The Parent Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of ParentParent Board) has, as of the date of this Agreement, unanimously (i) declared the advisability of and approved the Merger and approved and adopted this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assetsassets (excluding deferred underwriting discounts and commissions).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Heckmann CORP)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assetsthe balance in the Trust Fund (as defined in Section 3.25).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Trio Merger Corp.)

Board Approval. The Board of Directors of the Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is and the other transactions contemplated by this Agreement are fair to, and in the best interests of the stockholders of ParentParent and its stockholders, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assetshas approved this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the -------------- date of this Agreement, unanimously determined (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is fair to, and in the best interests of Parent and its stockholders, and, (ii) subject to the terms and conditions set forth in this Agreement, to recommend that the stockholders of Parent, and (iii) determined that Parent approve the fair market value issuance of shares of Parent Common Stock pursuant to the Company is equal to at least 80% of Parent’s net assetsMerger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (McAfee Associates Inc)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger Acquisition and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger Acquisition is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assetsassets (including the Trust Fund).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ascend Acquisition Corp.)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date -------------- of this Agreement, unanimously determined (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is fair to, advisable for and in the best interests of Parent and its stockholders, and, (ii) subject to the terms and conditions set forth in this Agreement, to recommend that the stockholders of Parent, and (iii) determined that Parent approve the fair market value issuance of shares of Parent Common Stock pursuant to the Company is equal to at least 80% of Parent’s net assetsMerger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Petsmart Com Inc)

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Board Approval. The Board board of Directors directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (ia) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (iib) determined that the Merger is in the best interests of the stockholders shareholders of Parent, and (iiic) determined that the fair market value issuance of Parent Common Stock to the Accredited Stockholders of the Company is equal pursuant to at least 80% of Parent’s net assetsthe terms hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Perma Fix Environmental Services Inc)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously determined (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated herebyin its reasonable business judgment, (ii) determined that the Merger is fair from a financial point of view to, and in the best interests of the stockholders of Parent, and (iiiii) determined to recommend that the fair market value stockholders of Parent approve the issuance of shares of Parent Common Stock by virtue of the Company is equal to at least 80% of Parent’s net assetsMerger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Russo Paul M)

Board Approval. The Board board of Directors directors of Parent (including any required committee or subgroup of the Board board of Directors directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assets.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Affinity Media International Corp.,)

Board Approval. The Board of Directors of Parent, based upon the recommendation by the Parent (including any required committee or subgroup of the Board of Directors of Parent) Special Committee, has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s 's net assets.

Appears in 1 contract

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

Board Approval. (a) The Board of Directors of Parent has: (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (iia) determined that the Merger is fair to, and in the best interests of of, Parent and its shareholders; (b) approved this Agreement, the stockholders of Parent, Merger and the other transactions contemplated by this Agreement; and (iiic) determined to recommend that the fair market value shareholders of Parent approve this Agreement, the Company is equal to at least 80% of Parent’s net assetsMerger, the Parent Shareholder Proposals and the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Perfectdata Corp)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of at or prior to the date of this Agreement, unanimously Agreement (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is fair to, and in the best interests of Parent and its stockholders, (ii) determined to recommend that the stockholders of Parent, Parent approve the issuance of Parent Common Stock in connection with the Merger and (iii) determined that approved the fair market value issuance of shares of Parent Common Stock in connection with the Company is equal to at least 80% of Parent’s net assetsMerger.

Appears in 1 contract

Samples: Merger Agreement (Platinum Software Corp)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders shareholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assetsthe balance in the Trust Fund.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Andina Acquisition Corp)

Board Approval. The Board board of Directors directors of Parent (including any required committee or subgroup of the Board board of Directors directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger Mergers and approved this Agreement and the transactions contemplated hereby, and (ii) determined that the Merger is Mergers are in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assets.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cullen Agricultural Holding Corp)

Board Approval. The Board of Directors of Parent, based upon the recommendation by the Parent (including any required committee or subgroup of the Board of Directors of Parent) Special Committee, has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assets.

Appears in 1 contract

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

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously has (i) declared the advisability of the Merger and -------------- approved this Agreement and the transactions contemplated hereby, hereby and (ii) determined that the Merger is advisable and on terms fair to, and is in the best interests of interest of, the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assets.

Appears in 1 contract

Samples: Shareholder Agreement (Digital Island Inc)

Board Approval. The Board board of Directors directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated herebyTransactions, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assetsthe balance in the Trust Fund.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harmony Merger Corp.)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved approved, subject to stockholder approval, this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, Parent and is on terms that are fair to such stockholders and (iii) determined recommended that the fair market value stockholders of Parent approve and adopt this Agreement and approve the Company is equal to at least 80% of Parent’s net assetsMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Access Technologies Inc)

Board Approval. The Board of Directors of the Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) determined that the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of the Parent and its stockholders, and has approved this Agreement and (ii) declared the advisability of the Merger and approved recommends that 47 the stockholders of Parent approve and adopt this Agreement and the transactions contemplated hereby, (ii) determined that approve the Merger is in and the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% change of Parent’s net assetsname to a name mutually agreeable to Parent and Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)

Board Approval. The Board board of Directors directors of Parent (including any required committee or subgroup of the Board board of Directors directors of Parent) has, as of the date of this Agreement, has unanimously (ia) declared the advisability of the Merger and the Business Combination and approved this Agreement and the transactions contemplated hereby, (iib) determined that the Merger is and the Business Combination are in the best interests of the stockholders of Parent, and (iiic) determined that as of the date of such approval that the fair market value of the Company is equal to at least 80% of the net assets of Parent’s net assets.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Global Services Partners Acquisition Corp.)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously has (i) declared the advisability of the Merger and -------------- approved this Agreement and the transactions contemplated herebyissuance of the Merger Shares pursuant to this Agreement, (ii) determined that the Merger is advisable and on terms fair to, and is in the best interests of interest of, the stockholders of Parent, Parent and (iii) determined recommended that the fair market value stockholders of Parent approve the issuance of the Company is equal Merger Shares pursuant to at least 80% of Parent’s net assetsthis Agreement.

Appears in 1 contract

Samples: Shareholder Agreement (Digital Island Inc)

Board Approval. The Board board of Directors directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of and approved the Merger in accordance with the terms and approved conditions of this Agreement and the transactions contemplated herebyAgreement, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assets.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Renaissance Acquisition Corp.)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this the Original Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assets.

Appears in 1 contract

Samples: Merger Agreement (Ithaka Acquisition Corp)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date -------------- of this Agreement, unanimously (i) declared the advisability of determined that the Merger is fair to and in the best interests of Parent and its stockholders, (ii) determined to recommend that the stockholders of Parent approve the Share Issuance and (iii) duly approved the Merger, this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assets.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Infospace Inc)

Board Approval. The Board of Directors of Parent (including any required committee or subgroup of the Board of Directors of Parent) has, as of the date of this Agreement, unanimously determined (ia) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is advisable and fair to, and in the best interests of the stockholders of Parent, its shareholders and Merger Sub, and (iiib) determined to recommend that the fair market value shareholders of Parent approve the issuance of the Company is equal Parent Ordinary Shares pursuant to at least 80% of Parent’s net assetsthe Merger and adopt this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flextronics International LTD)

Board Approval. The Board board of Directors directors of Parent (including any required committee or subgroup of the Board board of Directors directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Parent, Parent and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assetsthe balance in the Trust Fund (as defined in Section 3.25) not including deferred underwriting discounts and commissions.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Victory Acquisition Corp)

Board Approval. The Board board of Directors directors of Parent (including any required committee or subgroup of the Board board of Directors directors of Parent) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, and (ii) determined that the Merger is in the best interests of the stockholders Stockholders of Parent, and (iii) determined that the fair market value of the Company is equal to at least 80% of Parent’s net assets.

Appears in 1 contract

Samples: Agreement and Plan of Merger (310 Holdings, Inc.)

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