Common use of Board Recommendation Clause in Contracts

Board Recommendation. The Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) approved this Agreement, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the stockholders of the Company and (iii) resolved subject to its fiduciary duties under applicable law to recommend that the stockholders of the Company adopt this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Opticare Health Systems Inc), Agreement and Plan of Merger and Reorganization (Vision Twenty One Inc)

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Board Recommendation. The Board of Directors of the Company, at a meeting duly called and held, Company has unanimously (ia) approved and adopted this Agreement, ; (iib) determined that this Agreement and the transactions contemplated hereby, including the Merger, herein are in the best interests of the stockholders of the Company and its stockholders, and (iiic) resolved subject to its fiduciary duties under applicable law to recommend that adoption of this Agreement to the stockholders of the Company adopt this AgreementCompany.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Steakhouse Partners Inc), Agreement and Plan of Merger (Roadhouse Grill Inc)

Board Recommendation. The Company’s Board of Directors of the Companyhas, at pursuant to a meeting duly called and heldunanimous written consent dated May 24, has unanimously 2006 (i) approved approved, adopted and declared advisable this Agreement, Agreement and the transactions and agreements contemplated hereby; (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are is in the best interests of the stockholders of Company and the Company Stockholders and (iii) resolved subject to its fiduciary duties under applicable law to recommend that the stockholders approval of the adoption of this Agreement and the transactions and agreements contemplated hereby to the Company adopt this AgreementStockholders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc), Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc)

Board Recommendation. The Board of Directors of the Company, -------------------- at a meeting duly called and held, has unanimously approved the Distribution, this Agreement and the Voting Agreement and (i) approved this Agreement, (ii) determined that this Agreement and the transactions contemplated hereby, including the MergerMerger and the Distribution, taken together are advisable and in the best interests of the stockholders of the Company Company; and (iiiii) resolved subject to its fiduciary duties under applicable law to recommend that the stockholders of the Company adopt this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Catalytica Inc), Agreement and Plan of Merger (DSM Nv)

Board Recommendation. The Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) approved this Agreement, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, by this Agreement are advisable and in the best interests of the Company's stockholders of and has duly authorized this Agreement and the Company and (iii) resolved subject to its fiduciary duties under applicable law to recommend that the stockholders of the Company adopt transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ecash, Inc)

Board Recommendation. The Board of Directors of the Company, at a meeting duly called and held, Company has unanimously (ia) approved this Agreement, (ii) determined that this Agreement and of the transactions contemplated hereby, including the Merger, are in the best interests of the stockholders of the Company by this Agreement; and (iiib) resolved subject to its fiduciary duties under applicable law to recommend recommended that the stockholders of the Company adopt vote in favor of the approval of this AgreementAgreement and Plan of Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Valeant Pharmaceuticals International)

Board Recommendation. The Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) approved this Agreement, (iia) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of the Company and its stockholders and (b) resolved to recommend that the holders of Company Common Stock approve this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the stockholders of the Company and (iii) resolved subject to its fiduciary duties under applicable law to recommend that the stockholders of the Company adopt this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MTL Inc)

Board Recommendation. The Company Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) approved this Agreement, (ii) determined that this Agreement and the transactions contemplated hereby, including the Mergerby this Agreement, are advisable and in the best interests of the stockholders of the Company and (iii) resolved subject to its fiduciary duties under applicable law to recommend that the stockholders of the Company adopt this AgreementShareholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (China Dredging Group Co., Ltd.)

Board Recommendation. The Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) approved this Agreement, (ii) determined that resolved to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the and has recommended that Company’s stockholders of the Company approve and (iii) resolved subject to its fiduciary duties under applicable law to recommend that the stockholders of the Company adopt this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Back Yard Burgers Inc)

Board Recommendation. The Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) approved this Agreement, (iia) determined that this Agreement and the transactions contemplated hereby, including the Mergertaken together, are advisable and in the best interests of the stockholders of the Company and its stockholders, and (iiib) resolved subject to its fiduciary duties under applicable law the other provisions hereof, resolved to recommend that the stockholders holders of the shares of Company adopt this Agreement.Common

Appears in 1 contract

Samples: Agreement and Plan of Merger (Syratech Corp)

Board Recommendation. The Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) approved this Agreement, (iia) determined that this Agreement and the transactions contemplated hereby, including the Mergertaken together, are advisable and in the best interests of the stockholders of the Company and its stockholders , and (iiib) resolved subject to its fiduciary duties under applicable law the other provisions hereof, resolved to recommend that the stockholders holders of the Company adopt shares of the Company's Common Stock approve this AgreementAgreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Oneworld Systems Inc)

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Board Recommendation. The Board of Directors of the Company, -------------------- at a meeting duly called and held, has unanimously approved this Agreement and (i) approved this Agreement, (ii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken together are fair to and in the best interests of the stockholders of the Company Company; and (iiiii) resolved subject to its fiduciary duties under applicable law to recommend that the stockholders of the Company tender their Shares into the Offer, adopt this AgreementAgreement and approve the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (North Face Inc)

Board Recommendation. The Board of Directors of the Company, at a -------------------- meeting duly called and held, has unanimously (i) approved this Agreement, (iia) determined that this Agreement and the transactions contemplated hereby, including the Mergertaken together, are advisable and in the best interests of the stockholders of the Company and its stockholders, and (iiib) resolved subject to its fiduciary duties under applicable law the other provisions hereof, resolved to recommend that the stockholders holders of the Company adopt shares of the Company's Common Stock approve this AgreementAgreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tut Systems Inc)

Board Recommendation. The Board of Directors of the Company, at a meeting duly called Company has approved and held, has unanimously (i) approved adopted this Agreement, (ii) determined that this Agreement the Merger and the other transactions contemplated hereby, including has determined that the Merger, transactions contemplated by this Agreement are in the best interests of the stockholders Company and its shareholders and has recommended that the shareholders of the Company and (iii) resolved subject to its fiduciary duties under applicable law to recommend that the stockholders of the Company adopt this Agreementvote in favor thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nai Technologies Inc)

Board Recommendation. The Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) approved this Agreement, (iia) determined that this Agreement and the transactions contemplated hereby, including the Mergertaken together, are advisable and in the best interests of the stockholders of the Company and its stockholders, and (iiib) resolved subject to its fiduciary duties under applicable law the other provisions hereof, resolved to recommend that the stockholders holders of the Company adopt shares of the Company's Common Stock approve this AgreementAgreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Boca Research Inc)

Board Recommendation. The Board of Directors of the Company, at a meeting duly called and held, Company has unanimously (i) approved of the transactions contemplated by this Agreement, ; and (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the stockholders of the Company and (iii) resolved subject to its fiduciary duties under applicable law to recommend recommended that the stockholders of the Company adopt vote in favor of the approval of this AgreementAgreement and the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Valeant Pharmaceuticals International)

Board Recommendation. The Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) approved this Agreement, (ii) determined that this Agreement and the transactions contemplated hereby, including the Mergertaken together, are fair to and in the best interests of the stockholders of the Company Company, and (iiiii) resolved subject to its fiduciary duties under applicable law to recommend that the stockholders of the Company approve and adopt this AgreementAgreement and the transactions contemplated herein.

Appears in 1 contract

Samples: Stock Purchase Agreement (National Media Corp)

Board Recommendation. The Board of Directors of the Company, at a meeting duly called and held, has has, subject to the terms and conditions set forth in this Agreement, unanimously (i) approved declared this Agreement, (ii) determined that this Agreement the Merger and the transactions contemplated hereby, including the Merger, are other Transactions advisable and in the best interests of the stockholders of Company Stockholders; (ii) resolved to recommend that the Company Stockholders adopt this Agreement; and (iii) resolved subject directed that this Agreement be submitted to its fiduciary duties under applicable law to recommend that the stockholders of the Company adopt this AgreementStockholders for adoption (collectively, the “Company Recommendation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Energysouth Inc)

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