Board Recommendations. (a) In connection with the Merger and the Stockholders’ Meeting, the Board of Directors of the Company shall (i) subject to Section 5.5(b), recommend to the Company Stockholders to vote in favor of the approval of the Merger Agreement and the Merger and use all commercially reasonable efforts to obtain the necessary approvals by the Company Stockholders of this Agreement, the Merger and the other transactions contemplated by this Agreement and (ii) otherwise comply with the legal requirements applicable to such meeting.
Board Recommendations. (a) In connection with the Offer, the Merger and the Shareholders’ Meeting, the Board of Directors of the Company shall (i) subject to Section 5.5(b), recommend to the holders of the Company Common Stock to vote in favor of the approval of this Agreement and the Merger and use commercially reasonable efforts to obtain the necessary approvals by the Company Shareholders of this Agreement, (ii) otherwise comply with all legal requirements applicable to such meeting and (iii) subject to Section 5.5(b), recommend to the holders of the Company Common Stock to tender their shares of Company Common Stock pursuant to the Offer.
Board Recommendations. (a) Subject to the terms of this Section 6.3, neither the Company Board (or any committee thereof) nor the Parent Board (nor any committee thereof) shall:
Board Recommendations. By a vote of the directors --------------------- present at a meeting of the board of directors of the Company (which meeting was duly called and held and at which a quorum was present at all times), the board of directors has (i) approved and adopted (A) this Agreement, including the issuance of the Securities, (B) the Company's entering into the Ancillary Agreements to which it is or will be a party, and (C) the Certificate Amendments, and (ii) resolved to recommend to the Company's stockholders approval of the transactions contemplated hereunder and under the Ancillary Agreements to which it is or will be a party, including issuance of the Securities to the Purchaser pursuant to this Agreement.
Board Recommendations. 60 Section 7.4 Joint Proxy Statement/Prospectus; Registration Statement.....................61 Section 7.5 Merger Shareholders Meetings.................................................63 Section 7.6 Reasonable Best Efforts to Complete..........................................64 Section 7.7 Public Announcements.........................................................66 Section 7.8 Company Employee Benefits; Company 401(k) Plan...............................67 Section 7.9
Board Recommendations. 41 SECTION 6.8
Board Recommendations. Except to the extent expressly permitted by Section 5.2(d): (i) the Board of Directors of each of the Company and Parent shall recommend that its stockholders vote in favor of, in the case of the Company, the adoption of this Agreement at the Company Stockholders' Meeting, and, in the case of Parent, the approval of the Parent Stock Issuance and Parent Charter Amendment at the Parent Stockholders' Meeting, (ii) the Proxy Statement/Prospectus shall include a statement to the effect that the Board of Directors of (A) the Company has recommended that the Company Stockholders vote in favor of adoption of this Agreement at the Company Stockholders' Meeting and (B) Parent has recommended that Parent Stockholders vote in favor of approval of the Parent Stock Issuance and Parent Charter Amendment at the Parent Stockholders' Meeting and (iii) neither the Board of Directors of the Company or Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company or Parent vote in favor of, in the case of the Company, the adoption of this Agreement, and, in the case of Parent, the approval of the Parent Stock Issuance and Parent Charter Amendment.
Board Recommendations. The Board of Directors of the Company, at a meeting duly called and held, has by vote of the directors present (which directors constituted a quorum) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, and the Voting Agreement and the transactions contemplated thereby, taken together, are fair to and in the best interests of the stockholders of the Company and (ii) resolved to recommend that the holders of the Common Shares approve this Agreement and the transactions contemplated herein, including the Merger.
Board Recommendations. In connection with the Offer, the Board of Directors of the Company shall, subject to Section 4.7, recommend to the holders of the Shares that such holders tender their Shares in the Offer.
Board Recommendations. (a) Neither the Board of Directors of the Company or the Parent nor any committee thereof shall (i) withdraw, or propose publicly to withdraw, in a manner adverse to the other party, the approval or recommendation of such Board of Directors or such committee of the Merger or this Agreement, (ii) subject to Section 6.5(b), modify, or propose publicly to modify in a manner adverse to the other party, the approval or recommendation of such Board of Directors or such committee of the Merger or this Agreement, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal with respect to the Company or Parent, as the case may be, or (iv) approve or recommend or propose to approve or recommend, or execute or enter into any Acquisition Agreement related to any Acquisition Proposal. Notwithstanding the foregoing, if, prior to the date that is the earlier of the 60th day following the date of execution of this Agreement and the date of the Stockholders' Meetings, in response to a Superior Proposal that did not result from a breach of Section 6.9, the Board of Directors of the Company, in exercise of its fiduciary duties, reasonably determines in good faith, based upon the written advice of independent outside legal counsel, that its Board of Directors is required to do so to comply with its fiduciary duties to its stockholders under applicable Law, such Board of Directors may, after providing the Parent with at least 72 hours advance written notice of its decision to take such action,
