Board of Directors Action. No action taken by the Board of Directors of the Company (including the withdrawal, modification or amendment of the Company Board Recommendation that the shareholders of the Company vote in favor of the adoption of the Merger Agreement) shall modify, alter, change or otherwise affect the obligations of Stockholder hereunder, subject to Section 5.01.
Board of Directors Action. (a) The Board of Directors of Buyer (at a meeting duly called and held) has by the requisite vote of all directors present (a) determine that the Merger is advisable and in the best interests of the Buyer and its shareholders, (b) resolved to recommend the approval of this Agreement and the Merger and the issuance of Buyer Shares in connection therewith by the holders of the Buyer Shares and directed that the Merger be submitted for consideration by the holders of the Common Stock, and (c) adopted a resolution to elect not to be subject, to the extent permitted by applicable law, to any state takeover law that may purport to be applicable to the Merger and the transactions contemplated by this Agreement.
Board of Directors Action. Effective as of the Effective Date, Scio and the Board of Directors of Scio (“Board”) have taken the following actions, as applicable:
Board of Directors Action. The Board of Directors of L360 has (i) determined that the Merger is fair and in the best interests of L360 and its shareholders, (ii) adopted this Agreement in accordance with the provisions of the corporate laws of the State of Florida, as applicable, and (iii) directed that this Agreement and the Merger be submitted to the shareholders for their adoption and approval and resolved to recommend that the shareholders vote in favor of the adoption of this Agreement and the approval of the Merger
Board of Directors Action. The Board of Directors of SynQuest has (a) determined that this Agreement and the Merger are advisable as contemplated under Section 14-2-1103 of the GBCC and in the best interests of SynQuest and its shareholders, (b) resolved to recommend the approval of this Agreement and the Merger by the SynQuest shareholders and directed that the Merger be submitted for consideration by the holders of SynQuest capital stock.
Board of Directors Action. 6.1 The Board of Directors shall meet at least once every six (6) months, at such times and places as may be determined by the Board. Directors may participate at Board meetings via conference telephone and confirmed by circulation minutes signed by all directors. The minutes duly signed by all directors shall constitute the presence of such directors at the meeting for all purposes. Not less than twenty (20) days prior written notice of a meeting shall be given to each Director by registered airmail, cable, telex or telefax as appropriate (in the latter three cases an express delivery letter confirming the notice in writing shall be sent to each Director). Such notice to any Director may be waived in writing by the Director either before or after the meeting, and shall be deemed waived by his presence at the meeting either in person or by proxy unless the Director or proxy, at the beginning of the meeting (or promptly upon his arrival), states his objection to the calling of the meeting and the transaction of business and does not vote on the actions taken.
Board of Directors Action. All decisions to be made and actions to be taken by the Board of Directors shall be determined by the affirmative vote of more than 50% of the members of the Board of Directors at a meeting duly noticed and at which a quorum of the members of the Board of Directors is present. A quorum shall mean at least 50% of the members of the Board of Directors then in office. The Board of Directors my act without a meeting, prior notice or a vote if a consent in writing setting for the action so taken is signed by more than 50% of the members of the Board of Directors then in office. The Board of Directors shall have the power to form such committees and delegate such authorities to such committees as it shall deterimine in its discretion.
Board of Directors Action. BY CLEARWORKS, CLEARWORKS INTEGRATION, AND THE COMPANIES. Prior to the Closing, the Board of Directors of ClearWorks, ClearWorks Integration, and the Companies, shall:
Board of Directors Action. No action taken by the Board of Directors of Parent (including, without limitation, the withdrawal, modification or amendment of the recommendation of the Board of Directors of Parent that the stockholders of the Parent vote in favor of the adoption of the Share Issuance) shall modify, alter, change or otherwise affect the obligations of any Stockholder hereunder.
Board of Directors Action. The Board of Directors of Tilion has (a) determined that this Agreement and the Merger are advisable as contemplated under Section 251 of the DGCL and in the best interests of Tilion and its stockholders, (b) resolved to recommend the approval of this Agreement and the Merger by the Tilion stockholders and directed that the Merger be submitted for consideration by the holders of Tilion Capital Stock.
