Common use of Board Approval Clause in Contracts

Board Approval. The Boards of Directors of Parent and Merger Sub have (i) approved this Agreement and the Merger, (ii) determined that the Merger is advisable and in the best interests of their respective stockholders and is on terms that are fair to such stockholders and (iii) recommended that the stockholder of Merger Sub approve this Agreement and the consummation of the Merger.

Appears in 5 contracts

Samples: Agreement and Plan of Merger and Reorganization (Active Voice Corp), Agreement and Plan of Merger and Reorganization (Aironet Wireless Communications Inc), Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)

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Board Approval. The Boards of Directors of Parent each of Purchaser and -------------- Merger Sub have have, as of the date of this Agreement unanimously (i) approved this Agreement and the Merger, transactions contemplated hereby and (ii) determined that the Merger is advisable and in the best interests of their respective the stockholders of each of Purchaser and Merger Sub and is on terms that are fair to such stockholders and (iii) recommended that the stockholder of Merger Sub approve this Agreement and the consummation of the Mergerstockholders.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Efficient Networks Inc)

Board Approval. The Boards Board of Directors of each of Parent and Merger Sub have has (i) approved this Agreement and the Merger, (ii) determined that the Merger is fair to, advisable and in the best interests of their respective stockholders it and is on terms that are fair to such stockholders its stockholders, (ii) has approved the Share Issuance and (iii) recommended that duly approved the stockholder of Merger Sub approve Merger, this Agreement and the consummation of the Mergertransactions contemplated hereby.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (NovaRay Medical, Inc.), Agreement and Plan of Merger (Smi Products Inc), Agreement and Plan of Merger (Laurier International Inc)

Board Approval. The Boards Board of Directors of Parent and the Manager of Merger Sub have (i) have, as of the date hereof, approved this Agreement and the Merger, (ii) determined that the Merger is advisable and in the best interests of their respective stockholders and is on terms that are fair to such stockholders and (iii) recommended that the stockholder of Merger Sub approve this Agreement and the consummation of the Merger.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (California Culinary Academy Inc), Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (Career Education Corp)

Board Approval. The Boards Board of Directors of Parent Acquiror and Merger Sub have unanimously (ia) approved this Agreement and the Merger, (ii) determined that the Merger is advisable and in the best interests of their respective stockholders and is on terms that are fair to such stockholders and (iiib) recommended that the stockholder stockholders of Merger Sub Acquiror approve the issuance of the shares of Acquiror Common Stock contemplated by this Agreement and the consummation of the Merger.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Ontrack Data International Inc)

Board Approval. The Boards of Directors of Parent Acquiror and Merger Sub have prior to the date hereof (i) approved this Agreement and the MergerMerger with all affirmative votes except for one abstention, (ii) determined that the Merger is advisable and in the best interests of their respective stockholders and is on terms that are fair to such stockholders and (iii) recommended determined to recommend that the stockholder of Merger Sub approve this Agreement and the consummation of the Merger.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Cardiometrics Inc), Agreement and Plan of Reorganization (Endosonics Corp), Agreement and Plan of Reorganization (Endosonics Corp)

Board Approval. The Boards respective Board of Directors of Parent and Merger Sub have (i) approved this Agreement and the Merger, (ii) determined that and the Merger is advisable and in the best interests Board of their respective stockholders and is on terms that are fair to such stockholders and (iii) Directors of Sub has recommended that the stockholder of Merger Sub approve this Agreement and the consummation of the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Versata Inc), Agreement and Plan of Merger (Trilogy, Inc.)

Board Approval. The Boards of Directors of Parent and Merger Sub Sub, as the case may be, have (i) approved this Agreement and the Merger, (ii) determined that the Merger is advisable and in the best interests of their respective stockholders and is on terms that are fair to such stockholders and (iii) recommended that the stockholder of Merger Sub approve adopt this Agreement and approve the consummation of the Merger. The stockholder of Merger Sub has adopted this Agreement and approved the consummation of the Merger. No vote of Parent’s stockholders is necessary to effectuate the Contemplated Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Copper Mountain Networks Inc), Agreement and Plan of Merger and Reorganization (Tut Systems Inc)

Board Approval. The Each of the Boards of Directors of the Parent and Merger Sub have have, as of the Agreement Date, (i) approved this Agreement and the Merger, (ii) determined that the Merger is fair to, advisable and in the best interests of the Parent and the Merger Sub, respectively, and their respective stockholders stockholders, (ii) duly approved this Agreement, the Merger and is on terms that are fair to such stockholders the other transactions contemplated by this Agreement, and (iii) recommended determined to recommend that the stockholder of the Merger Sub approve and adopt this Agreement and the consummation of approve the Merger.

Appears in 2 contracts

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

Board Approval. The Boards Board of Directors of Parent and Merger Sub have has (i) approved this Agreement and the Merger, and (ii) determined that approved the issuance of the shares of Parent Common Stock and options and warrants to purchase Parent Common Stock pursuant to Article I. The Board of Directors of Merger is advisable Sub has approved this Agreement and in the best interests of their respective stockholders Merger, and is on terms that are fair to such stockholders and (iii) recommended that the sole stockholder of Merger Sub approve this Agreement and the consummation of the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (SP Holding CORP), Agreement and Plan of Merger and Reorganization (SP Holding CORP)

Board Approval. The Boards of Directors of Parent Acquiror and Merger Sub have (i) approved this Agreement and the Merger, (ii) determined that the Merger is advisable and in the best interests of their respective stockholders shareholders and is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholder shareholders of Merger Sub approve this Agreement and the consummation of the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Ophthalmic Imaging Systems Inc), Agreement and Plan of Reorganization (Premier Laser Systems Inc)

Board Approval. The Boards Board of Directors of Parent and Merger Sub have has unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is advisable and in the best interests of their respective the stockholders of Parent and is on terms that are fair to such stockholders and (iii) recommended that the stockholder stockholders of Merger Sub Parent approve this Agreement and the consummation of the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Saba Software Inc), Agreement and Plan of Reorganization (Centra Software Inc)

Board Approval. The Boards Board of Directors of each of Parent and Merger Sub have has, as of the date of this Agreement, (i) approved this Agreement and the Merger, (ii) determined that the Merger is fair to, advisable and in the best interests of their respective stockholders it and is on terms that are fair to such stockholders its stockholders, (ii) has approved the Share Issuance and (iii) recommended that duly approved the stockholder of Merger Sub approve Merger, this Agreement and the consummation of the Mergertransactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (R&r Acquisition Vi, Inc), Indemnification Agreement (R&r Acquisition Iii, Inc)

Board Approval. The Boards Board of Directors of Parent and Merger Sub have (i) approved have, as of the date of this Agreement and the MergerAgreement, (ii) determined that the Merger is advisable fair to, and in the best interests of their respective stockholders and is on terms that are fair to such stockholders and (iii) recommended that the stockholder of Merger Sub approve this Agreement and the consummation of the Merger.shareholders

Appears in 2 contracts

Samples: Agreement and Plan (TechAlt, Inc.), Agreement and Plan of Reorganization (Dtomi Inc)

Board Approval. The respective Boards of Directors of Parent and Merger Sub have Sub, at meetings duly called and held, have, by vote of the directors, (ia) approved determined that this Agreement and the MergerMerger and the other transactions contemplated hereby and thereby are advisable, (ii) determined that the Merger is advisable fair to and in the best interests of their respective stockholders Parent and is on terms that are fair to such stockholders its shareholders and (iiib) recommended that the stockholder of Merger Sub approve approved this Agreement and the consummation of the MergerAgreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pixar \Ca\), Agreement and Plan of Merger (Walt Disney Co/)

Board Approval. The Boards Board of Directors of each of Parent and Merger Sub have (i) has approved this Agreement and the MergerTransactions, (ii) determined that has submitted the Merger is advisable and in the best interests of same to their respective stockholders for approval, and is on terms has recommended that are fair to such stockholders and (iii) recommended that the stockholder of Merger Sub approve this Agreement and the consummation of the MergerTransactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (International Food & Wine Consultants, Inc.), Stock Purchase Agreement (International Food & Wine Consultants, Inc.)

Board Approval. The Boards Board of Directors of Parent and Merger Sub have has (i) approved this Agreement and the Merger, and (ii) determined that approved the issuance of the shares of Parent Common Stock pursuant to Section 1.6(a). The Board of Directors of Merger is advisable Sub has approved this Agreement and in the best interests of their respective stockholders Merger, and is on terms that are fair to such stockholders and (iii) recommended that the sole stockholder of Merger Sub approve this Agreement and the consummation of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (SP Holding CORP)

Board Approval. The Boards Board of Directors of each of Parent and Xxxxxx Merger Sub have has, as of the date of this Agreement, (i) approved this Agreement and the Merger, (ii) determined that the Merger is fair to, advisable and in the best interests of their respective stockholders it and is on terms that are fair to such its stockholders and (iiiii) recommended that duly approved the stockholder of Merger Sub approve Merger, this Agreement and the consummation of the Mergertransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seward Sciences, Inc.)

Board Approval. The Boards board of Directors directors of each of Parent and Merger Sub have has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the Mergertransactions contemplated hereby in accordance with the Charter Documents of Parent and Merger Sub, (ii) determined that the Merger is advisable and in the best interests of their respective the stockholders of Parent and is on terms that are fair to such stockholders Merger Sub, and (iii) recommended determined that the stockholder of Merger Sub approve this Agreement and the consummation fair market value of the MergerCompany is equal to at least 80% of the balance in the Trust Fund.

Appears in 1 contract

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

Board Approval. The Boards Board of Directors of each of Parent and Merger Sub have MergerSub has (i) approved this Agreement and the MergerBusiness Combination, (ii) determined that this Agreement and the Merger is Business Combination are advisable and in the best interests of their respective the stockholders of Parent or MergerSub, as the case may be, and is are on terms that are fair to such stockholders the shareholders and (iii) recommended intends to recommend that the stockholder shareholders of Merger Sub Parent or MergerSub, as the case may be, approve this Agreement and the consummation of the MergerBusiness Combination.

Appears in 1 contract

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

Board Approval. The Boards Board of Directors of Parent and Merger Sub have has (i) approved -------------- this Agreement and the Mergerissuance 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 interest of, the stockholders of their respective stockholders and is on terms that are fair to such stockholders Parent and (iii) recommended that the stockholder stockholders of Merger Sub Parent approve this Agreement and the consummation issuance of the MergerMerger Shares pursuant to this Agreement.

Appears in 1 contract

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

Board Approval. The Boards Board of Directors of each of Parent and Merger Sub have has, as of the date of this Agreement, unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is advisable consistent with and in furtherance of the long-term business strategy of Parent and is fair to, and in the best interests of their respective stockholders of, Parent and is on terms that are fair to such stockholders its stockholders, (ii) approved this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) recommended determined to recommend that the stockholder stockholders of Merger Sub Parent approve the issuance of the Parent Common Stock pursuant to this Agreement and the consummation of the MergerStock Agreement.

Appears in 1 contract

Samples: Escrow Agreement (MSC Software Corp)

Board Approval. The Boards respective boards of Directors directors of Parent and Merger Sub have (i) approved this Agreement and the Merger, (iia) determined that the Merger is advisable and in the best interests of their respective stockholders and is on terms that are fair to such stockholders and (iii) recommended that the stockholder of Merger Sub approve this Agreement and the consummation of the Merger are advisable, and (b) approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Merger. No other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rf Micro Devices Inc)

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Board Approval. The Boards Board of Directors of each of Parent and Xxxxxx Merger Sub have has, as of the date of this Agreement, (i) approved this Agreement and the Merger, (ii) determined that the Merger is fair to, advisable and in the best interests of their respective stockholders it and is on terms that are fair to such stockholders its stockholders, (ii) has approved the Share Issuance and (iii) recommended that duly approved the stockholder of Merger Sub approve Merger, this Agreement and the consummation of the Mergertransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seward Sciences, Inc.)

Board Approval. The Boards respective boards of Directors directors of the Parent and Merger Sub have (i) approved this Agreement and the Merger, (iia) determined that the Merger is advisable and in the best interests of their respective stockholders and is on terms that are fair to such stockholders and (iii) recommended that the stockholder of Merger Sub approve this Agreement and the consummation of the Merger are advisable, and (b) approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Merger. No other corporate proceedings on the part of the Parent or Merger Sub are necessary to authorize the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cryolife Inc)

Board Approval. The Boards Board of Directors of each of Parent and Ariston Merger Sub have has, as of the date of this Agreement, (i) approved this Agreement and the Merger, (ii) determined that the Merger is fair to, advisable and in the best interests of their respective stockholders it and is on terms that are fair to such stockholders its stockholders, (ii) has approved the Share Issuance and (iii) recommended that duly approved the stockholder of Merger Sub approve Merger, this Agreement and the consummation of the Mergertransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (R&r Acquisition Iii, Inc)

Board Approval. The Boards of Directors of Parent Acquiror and Merger Sub have unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is advisable and in the best interests of their respective stockholders and is on terms that are fair to such stockholders and (iii) recommended that the stockholder stockholders of Merger Sub approve this Agreement and the consummation of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Interactive Media Inc)

Board Approval. The Boards Board of Directors of each of Parent and Merger Sub have has, as of the date of this Agreement, unanimously (i) determined that the Merger is fair to, and in the best interests of, Parent and its stockholders, (ii) approved this Agreement and the MergerAncillary Agreements, (ii) determined that the Merger is advisable and in the best interests of their respective stockholders other transactions contemplated by this Agreement and is on terms that are fair to such stockholders the Ancillary Agreements, and (iii) recommended determined to recommend that the stockholder stockholders of Merger Sub Parent approve this Agreement and the consummation issuance of the MergerRestricted Parent Common Stock pursuant to this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sun Healthcare Group Inc)

Board Approval. The Boards Board of Directors of Parent and Merger Sub have (i) approved have, as of the date of this Agreement and the MergerAgreement, (ii) determined that the Merger is advisable fair to, and in the best interests of their respective stockholders and is on terms that are fair to such stockholders and (iii) recommended that the stockholder of Merger Sub approve this Agreement and the consummation of the Mergershareholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nannaco Inc)

Board Approval. The Boards of Directors of Parent and Merger Sub have (ia) approved this Agreement and the Merger, (iib) determined that the Merger is advisable and in the best interests of their respective stockholders shareholders and is on terms that are fair to such stockholders shareholders and (iiic) recommended that the stockholder shareholders of Parent and Merger Sub approve this Agreement and the consummation of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Electronic Fab Technology Corp)

Board Approval. The Boards of Directors of Parent and Merger Sub have (ia) approved this Agreement and the Merger, (iib) determined that the Merger is advisable and in the best interests of their respective stockholders shareholders and is on terms that are fair to such stockholders shareholders and (iiic) recommended that the stockholder shareholders of Parent and Merger Sub approve this Agreement and the consummation of the Merger.. 5.8

Appears in 1 contract

Samples: 100 Agreement and Plan of Merger (Electronic Fab Technology Corp)

Board Approval. The Boards Board of Directors of Parent and Merger Sub have has (i) approved this Agreement and the Merger, and (ii) determined that approved the issuance of the shares of Parent Common Stock pursuant to Article I. The Board of Directors of Merger is advisable Sub has approved this Agreement and in the best interests of their respective stockholders Merger, and is on terms that are fair to such stockholders and (iii) recommended that the sole stockholder of Merger Sub approve this Agreement and the consummation of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Sontra Medical Corp)

Board Approval. The Boards On or prior to the date of this Agreement, the Board of Directors of Parent and Merger Sub have (i) approved determined that this Agreement and the transactions provided for herein, including the Merger, (ii) determined that the Merger is advisable are fair to and in the best interests of Parent, Merger Sub, and their respective stockholders and is on terms that are fair to such stockholders (ii) adopted resolutions approving this Agreement and (iii) recommended that the stockholder of Merger Sub approve declaring this Agreement and the consummation of the MergerMerger advisable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Checkers Drive in Restaurants Inc /De)

Board Approval. The Boards of Directors of Parent Acquiror and Merger Sub have prior to the date hereof unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is advisable and in the best interests of their respective stockholders and is on terms that are fair to such stockholders and (iii) recommended determined to recommend that the stockholder stockholders of Acquiror and of Merger Sub approve this Agreement and the consummation of the Merger.. 3.15

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rational Software Corp)

Board Approval. The Boards of Directors of Parent and Merger Sub have unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is advisable and in the best interests of their its respective stockholder or stockholders and is on terms that are fair to such respective stockholder or stockholders and (iii) authorized (or in the case of Merger Sub recommended that the sole stockholder of Merger Sub approve approve) this Agreement and the consummation Merger. The sole stockholder of Merger Sub has approved this Agreement and the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Autocam Corp/Mi)

Board Approval. The Each of the Boards of Directors of Parent and Merger Sub have have, as of the Agreement Date, (i) approved this Agreement and the Merger, (ii) determined that the Merger is fair to, advisable and in the best interests of Parent and the Merger Sub, respectively, and their respective stockholders stockholders, (ii) duly approved this Agreement, the Merger and is on terms that are fair to such stockholders the other transactions contemplated by this Agreement, and (iii) recommended determined to recommend that the stockholder of the Merger Sub approve and adopt this Agreement and the consummation of approve the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Novume Solutions, Inc.)

Board Approval. The Boards Board of Directors of each of Parent and Xxxxxxx Merger Sub have has, as of the date of this Agreement, (i) approved this Agreement and the Merger, (ii) determined that the Merger is fair to, advisable and in the best interests of their respective stockholders it and is on terms that are fair to such its stockholders and (iiiii) recommended that duly approved the stockholder of Merger Sub approve Merger, this Agreement and the consummation of the Mergertransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cordova Sciences, Inc.)

Board Approval. The Boards of Directors of Parent Acquiror and Merger -------------- Sub have prior to the date hereof unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is advisable and in the best interests of their respective stockholders and is on terms that are fair to such stockholders and (iii) recommended determined to recommend that the stockholder stockholders of Acquiror and of Merger Sub approve this Agreement and the consummation of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rational Software Corp)

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