Common use of Company Action Clause in Contracts

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect that the Per Share Amount to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to the Offer and the Merger is fair to such shareholders from a financial point of view.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Centennial Healthcare Corp), Agreement and Plan of Merger (Hilltopper Holding Corp), Agreement and Plan of Merger (Warburg Pincus Equity Partners Lp)

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Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsBoard, at a meeting duly called and held on February 2528, 20001999, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, Merger are fair to and in the best interests of the shareholders stockholders of the Company; and , (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including the Offer, the Merger and therebythe transactions contemplated by the Stockholder Agreement and (iii) recommended in satisfaction of all applicable requirements for Board action under Section 251 of the Delaware Law in order for the Merger to be validly approved that the stockholders of the Company accept the offer, tender their Shares thereunder and, to the extent required by applicable law, approve and adopt this Agreement and the Merger. The Company further represents and warrants that X.X. each of Xxxxxx Securities Xxxxxxx & Co. Incorporated and Xxxxxxx Xxxxx Barney Inc. (collectively, the "X.X. XxxxxxCompany's Financial -------------------- Advisors") as financial advisor to the Special Committee, has delivered to the Special Committee and the Board of Directors a written opinion, its opinion dated as of February 2528, 2000, --------- 1999 to the effect that that, as of such date, the Per Share Amount consideration to be received by the shareholders holders of Shares (other than Parent, Purchaser Parent and the Contributing Shareholdersits affiliates) of the Company pursuant to the Offer this Agreement and the Plan of Merger is fair to such shareholders holders from a financial point of viewview (the "Fairness Opinions"). As of the date hereof, the Company ----------------- has been authorized by the Company's Financial Advisors to permit the inclusion of the Fairness Opinions in their entirety or reference thereto (subject to the Company's Financial Advisors prior approval of any such reference) in the Offer to Purchase, the Schedule 14D-9, the Proxy Statement or any other document required to be distributed to the Company's stockholders referred to below. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Board described in this Section 1.2(a).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Gec Acquisition Corp), Agreement and Plan of Merger (Reltec Corp), Agreement and Plan of Merger (Gec Acquisition Corp)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the that: (i) its Board of Directors, at a meeting duly called and held on February 25November 21, 20001997, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are fair to and in the best interests of the shareholders holders of the Company; and Shares, (ivB) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved this Agreement, the Subscription Agreement Offer and the Voting Agreement Merger, the Equity Contribution, the Debt Offer and the Financing (each as hereinafter defined) and the other transactions contemplated hereby and thereby. The (C) resolved to recommend that the shareholders of the Company further represents accept the Offer, tender their Shares to Purchaser thereunder and warrants that X.X. Xxxxxx Securities Inc. approve this Agreement, the Merger and the other transactions contemplated hereby; and (ii) Credit Suisse First Boston Corporation (the "X.X. XxxxxxFinancial Adviser") as financial advisor to the Special Committee, has delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect Company its opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to the Offer and the Merger is fair to such shareholders holders from a financial point of view. The Company will promptly provide Purchaser with a true and complete written copy of such fairness opinion and has been authorized by the Financial Adviser to permit the inclusion of such fairness opinion (and, subject to prior review and consent by such Financial Adviser, a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.2(a).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Franks Nursery & Crafts Inc), Agreement and Plan of Merger (Cyrus Acquisition Corp), Agreement and Plan of Merger (General Host Corp)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsDirectors of the Company (the "Board"), at a meeting duly called and held on February 25held, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously adopted resolutions (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined determining that this Agreement and the transactions contemplated hereby, including the Offer and the MergerMerger (as defined in Section 2.01), are fair to to, and in the best interests of of, the shareholders stockholders of the Company; , (ii) approving and (iv) took all action necessary to render adopting this Agreement and the limitations on business combinations contained in Part 2 transactions contemplated hereby, including the Offer, the Merger, and the Stockholder Tender Agreement of Article 11 even date between the Purchaser and a certain stockholder of the Georgia Code inapplicable to Company (the "Stockholder Tender Agreement") and the transactions contemplated thereby, in all respects and that such approval constitutes approval of the Offer, this Agreement, the Subscription Agreement Merger and the Voting Agreement Stockholder Tender Agreement, and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. , for purposes of Section 203 of the General Corporation Law of the State of Delaware (the "X.X. XxxxxxDGCL") as financial advisor and similar provisions of any other similar state statutes that might be deemed applicable to the Special Committeetransactions contemplated hereby, delivered to and Article EIGHTH of the Special Committee Certificate of Incorporation (as defined in Section 2.03 of this Agreement), and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect (iii) recommending that the Per Share Amount to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) stockholders of the Company pursuant accept the Offer, tender their Shares thereunder to the Offer Purchaser and approve and adopt this Agreement and the Merger Merger; PROVIDED, HOWEVER, that such recommendation may be withdrawn, modified or amended to the extent that the Board, by a majority vote, determines in its good faith judgment, based as to legal matters on the advice of legal counsel, that the Board is fair required to such shareholders from a financial point do so for the proper discharge of viewits fiduciary duties.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cimco Inc /De/), Agreement and Plan of Merger (Hanna M a Co/De), Agreement and Plan of Merger (Cimco Inc /De/)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the that: (i) its Board of Directors, at a meeting duly called and held on February 25May 9, 20001997, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are fair to and in the best interests of the shareholders holders of the Company; and Shares, (ivB) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The (C) resolved to recommend that the stockholders of the Company further represents accept the Offer, tender their Shares to Purchaser thereunder and warrants that X.X. Xxxxxx Securities Inc. approve this Agreement and the transactions contemplated hereby; and (ii) BZW, the investment banking division of Barclays Bank PLC (the "X.X. XxxxxxFinancial Adviser" or ") as financial advisor to the Special CommitteeBZW"), has delivered to the Special Committee and the Board of Directors a of the Company its written opinion, dated as of February 25, 2000, to the effect opinion that the Per Share Amount consideration to be received by the shareholders (holders of Shares, other than ParentParent and Purchaser, Purchaser and the Contributing Shareholders) of the Company pursuant to each of the Offer and the Merger is fair to such shareholders holders from a financial point of view. The Company has been authorized by the Financial Adviser to permit, subject to prior review and consent by the Financial Adviser (such consent not to be unreasonably withheld), the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.2(a).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (National Education Corp), Agreement and Plan of Merger (Nick Acquisition Corp), Agreement and Plan of Merger (National Education Corp)

Company Action. (a) The Company hereby approves of and consents to the Offer. Concurrently with the filing of the Schedule TO, the Company will (i) file with the SEC and mail to the holders of Shares a Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the "Schedule 14D-9") and (ii) file on the date the Offer is commenced a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer (the "Company Schedule 13E-3"). The Schedule 14D-9 will set forth, and the Company hereby represents to Purchaser, that (a) each of the Special Committee and warrants that the Board of DirectorsBoard, at a meeting meetings duly called and held on February 25held, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including determined that each of the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are Merger is fair to and in the best interests of the shareholders of Company's stockholders (other than the CompanyOfferors and their affiliates); and (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved this Agreement, the Subscription Agreement and the Voting Merger Agreement and the transactions contemplated hereby hereby, including, without limitation the Offer and thereby. the Merger; and (iii) resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto; provided, however, that such recommendation may be withdrawn or modified to the extent that the Board, based on the recommendation of the Special Committee, determines in good faith, after receiving advice of outside counsel, that such recommendation would be inconsistent with its fiduciary duties to the Company's stockholders under applicable Law; and (b) The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as Blackstone Group, L.P., the financial advisor to the Special CommitteeCommittee (the "Financial Advisor"), has delivered to the Special Committee its written opinion that, subject to the assumptions and qualifications set forth therein, as of the Board date of Directors a written such opinion, dated as of February 25, 2000, to the effect that the Per Share Amount consideration to be received by the shareholders stockholders of the Company (other than Parent, Purchaser the Offerors and the Contributing Shareholderstheir affiliates) in exchange for each of the Company their Shares pursuant to each of the Offer and the Merger is fair to such shareholders stockholders from a financial point of view. Each of the Schedule 14D-9 and Company Schedule 13E-3 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by the Offerors in writing for inclusion in the Schedule 14D-9 or Company Schedule 13E-3. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 and Company Schedule 13E-3 to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company agree(s) promptly to correct any information provided by it for use in the Schedule 14D-9 or Company Schedule 13E-3 if and to the extent that it shall have become false and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 or Company Schedule 13E-3 as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Offerors and their counsel shall be given the opportunity to review the initial Schedule 14D-9 and Company Schedule 13E-3 before it is filed with the SEC. In addition, the Company agrees to provide the Offerors and their counsel with any comments or other communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 or Company Schedule 13E-3 promptly after the receipt of such comments or other communications.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Atalanta Acquisition Co), Agreement and Plan of Merger (Atalanta Acquisition Co), Agreement and Plan of Merger (Steinberg Craig B)

Company Action. (a) The Company hereby approves of and consents to the Offer and the Merger and represents and warrants that (i) the Board of DirectorsDirectors of the Company, at a meeting duly called and held on February 25, 2000, at which all prior to the date of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; has unanimously (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and the consideration to be received by the holders of Shares thereby, are fair to and in the best interests of such holders, (B) authorized, approved and adopted this Agreement and approved the shareholders of Offer, the Company; Merger and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to transactions contemplated by this Agreement, and (C) resolved to recommend that the Subscription stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer, approve and adopt this Agreement and approve the Voting Agreement Merger and the transactions contemplated hereby and thereby. The Company further represents and warrants (provided, however, that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor subject to the Special Committeeprovisions of Section 6.4, delivered such recommendation may be withdrawn, modified or amended whether or not in connection with a termination of this Agreement under Section 8.1 hereof), and (ii) Bear, Sxxxxxx & Co. Inc., the Company’s financial advisor, has rendered to the Special Committee and the Board of Directors a of the Company its written opinion, dated as of February 25, 2000, opinion to the effect that the Per Share Amount consideration to be received by the shareholders (other than Parentholders of Shares, Purchaser and the Contributing Shareholders) of the Company pursuant to each of the Offer and the Merger is fair to such shareholders holders of Shares from a financial point of view, subject to the assumptions and qualifications contained in such opinion. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors of the Company described in this Section 1.2(a).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Informax Inc), Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Invitrogen Corp)

Company Action. (a) The Company hereby approves of and consents agrees to undertake the Offer and represents and warrants that the its Board of Directors, at a meeting duly called and held on February 25April 26, 20001999, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has (i) unanimously determined that this Agreement and the Transactions are fair to and in the best interest of the Company's stockholders, (ii) unanimously approved and adopted this Agreement, the Subscription Stockholders Agreement and the Voting Transactions, which approval satisfies in full the requirements of the DGCL including Section 203 of the DGCL, and the Amended and Restated Certificate of Incorporation (the "CERTIFICATE OF INCORPORATION") and the Amended and Restated By Laws (the "BY-LAWS") of the Company and (iii) subject to Section 6.04 (b), unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the transactions contemplated hereby Merger by its stockholders. The Company shall include a statement of such recommendation and therebyapproval in the Offer Documents. The Company represents that Bowex Xxxlxxxxx Xxxxxx & Xo. (the "ADVISOR") as financial advisors to the Company, including has delivered to the Company's Board of Directors its written opinion that the cash consideration to be received in the Offer and the Merger by the holders of Shares (other than any holders of Shares who will retain Shares following consummation of the Offer and the Merger; (ii) recommended is fair from a financial point of view to such holders. The Company has been advised that the shareholders all of the Company accept the Offer, its directors and executive officers intend to tender their Shares pursuant to the Offer and approve this Agreement and (except to the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and extent provided in the best interests of the shareholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Stockholders Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby). The Company further represents agrees to, and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as has been authorized by the financial advisor to permit, subject to prior review and consent of the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect that the Per Share Amount financial advisor (such consent not to be received by unreasonably withheld), the shareholders (other than Parent, Purchaser and the Contributing Shareholders) inclusion of the Company pursuant to fairness opinion (or a reference thereto) in the Offer and the Merger is fair to such shareholders from a financial point of viewDocuments.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Hilite Industries Inc), Agreement and Plan of Merger (Maher Donald M), Agreement and Plan of Merger (Hilite Mergeco Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board of DirectorsBoard, at a meeting duly called and held on February 25May 10, 20001999, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated herebyby this Agreement, including each of the Offer and the Merger, are fair to and in the best interests of the shareholders stockholders of the Company; Company and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to has declared this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby by this Agreement to be advisable, (B) approved this Agreement and thereby. The the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company further represents approve and warrants that X.X. Xxxxxx Securities Inc. adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and ("X.X. Xxxxxx"ii) as financial advisor to the Special CommitteeXxxxxxx Xxxx & Company, L.L.C. has delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, opinion to the effect that that, as of the Per Share Amount date of such opinion, the consideration to be received by the shareholders holders of Shares (other than Parent, Purchaser and the Contributing Shareholderstheir affiliates) of the Company pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such shareholders holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pamida Holdings Corp/De/), Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Shopko Stores Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the its Board of Directors, at a meeting duly called and held on February 25held, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the MergerMerger (as defined in Section 2.01), are fair to and in the best interests of the shareholders interest of the Company; and 's stockholders, (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to unanimously approved this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including the Offer and therebythe Merger, which approval constituted approval of the Offer, the Merger and this Agreement for purposes of Sections 203 and 251 of the General Corporation Law of the State of Delaware (the "Delaware GCL"), and (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, Cxxxx & Company has delivered to the Special Committee and the Company's Board of Directors a its written opinion that, as of the date of such opinion, dated as of February 25, 2000, to the effect that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to paid in the Offer and the Merger is fair to such shareholders the holders of Shares (other than Parent and its affiliates) from a financial point of view. The Company has been advised that all of its directors and executive officers intend either to tender their Shares pursuant to the Offer or to vote in favor of the Merger. The Company will promptly furnish Acquisition with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to Acquisition such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Acquisition may reasonably request in connection with the Offer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cdsi Acquisition Corp), Agreement and Plan of Merger (Control Data Systems Inc)

Company Action. (a) The Company Company, acting through -------------- the Board acting upon the unanimous recommendation of the Special Committee, hereby approves of and consents to the Offer and represents and warrants that (i) the Board Board, acting upon the unanimous recommendation of Directorsthe Special Committee, at a meeting duly called and held on February 25September 12, 20001995, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are fair to and in the best interests of the shareholders holders of the Company; Shares, (B) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, the Subscription Agreement and the Voting execution of this Agreement and the transactions contemplated hereby by this Agreement, which approval includes the approval of a majority of the Company's disinterested directors, and thereby(C) recommended that the stockholders of the Company accept the Offer and approve and adopt this Agreement and the transactions contemplated hereby, and (ii) Alex. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, Xxxxx has delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect an opinion that the Per Share Amount consideration to be received by the shareholders (holders of Shares, other than ParentGambro, Purchaser and the Contributing Shareholders) Purchaser, Parent or any of the Company their affiliates, pursuant to the Offer and the Merger this Agreement is fair to the holders of such shareholders Shares from a financial point of view. Subject to the fiduciary duties of the Board under applicable law as advised by outside counsel, the Company hereby consents to the inclusion in the Offer Documents of the unanimous recommendation of the Board, acting upon the unanimous recommendation of the Special Committee, described in the immediately preceding sentence. The Company has been advised by each of its directors and executive officers that they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer or to vote such Shares in favor of the approval and adoption by the stockholders of the Company of this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cobe Laboratories Inc), Agreement and Plan of Merger (Ren Corp Usa)

Company Action. (a) The Company hereby approves of and consents agrees to undertake the Offer and represents and warrants that the Board of DirectorsBoard, at a meeting duly called and held on February 25held, 2000has, at which all of subject to the Directors were presentterms and conditions set forth herein, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated herebyTransactions, including the Offer and the Merger, are fair to to, and in the best interests of of, the shareholders stockholders of the Company; , (ii) approved this Agreement and the Transactions, including the Offer and the Merger, in all respects and that such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Sections 203 and 251 of the DGCL and similar provisions of any other similar state statutes that might be deemed applicable to the Transactions, (iii) has taken all action under the Rights Agreement to make the representations and warranties contained in Section 6.13 true and correct in all respects, and (iv) took all action necessary resolved to render recommend that the limitations on business combinations contained in Part 2 of Article 11 stockholders of the Georgia Code inapplicable to Company accept the Offer, and approve and adopt this Agreement, the Subscription Agreement and the Voting Agreement Merger; provided, however, that such recommendation -------- ------- may be withdrawn, modified or amended to the extent that the Board by a majority vote determines in its good faith judgment, based as to legal matters on the advice of legal counsel, that the Board is required to do so in the exercise of its fiduciary duties. The Company shall include a statement of such recommendation and approval in the transactions contemplated hereby and therebyOffer Documents. The Company further represents and warrants that X.X. Xxxxxx Securities Gull Xxxxxxx & XxXxxxxx, Inc. (the "X.X. XxxxxxFinancial --------- Advisor") as financial advisor to the Special Committee, has delivered to the Special Committee and the Board of Directors a its written opinion, dated as of February 25, 2000, to the effect opinion that the Per Share Amount ------- consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to in the Offer and the Merger by the holders of Shares (other than Purchaser and its affiliates) is fair to such shareholders from a financial point of viewview to such holders. The Company agrees to, and has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the fairness opinion (or a reference thereto) in the Offer Documents.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fremont Partners Lp), Agreement and Plan of Merger (Global Motorsport Group Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsCompany Board, at a meeting duly called and held on February 25held, 2000has, at which all of subject to the Directors were presentterms and conditions set forth herein, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to to, and in the best interests of of, the shareholders of the Company; and , (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including the Offer and therebythe Merger, in all respects and that such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Section 1101 of the California General Corporation Law (the "CGCL"), and similar provisions of any other similar state statutes that might be deemed applicable to the transactions contemplated hereby, and (iii) resolved to recommend that the shareholders of the Company accept the Offer, tender their shares of Company Common Stock thereunder to Acquisition and approve and adopt this Agreement and the Merger; provided, however, that such recommendation may be withdrawn, modified or amended in accordance with the provisions of Section 5.2 of this Agreement. The Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company further represents and warrants that X.X. Xxxxxx Securities Schrxxxx & Xo. Inc. (the "X.X. XxxxxxFinancial Advisor") as financial advisor to the Special Committee, has delivered to the Special Committee and the Company Board of Directors a its written opinion, dated as of February 25the date 7 8 hereof, 2000, to the effect that the Per Share Amount cash consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to the Offer and the Merger is fair to such shareholders from a financial point of view. The Company has been authorized by the Financial Adviser to permit, subject to the prior review and consent by the Financial Adviser (such consent not to be unreasonably withheld), the inclusion of the fairness opinion (or a reference thereto) in the Schedule 14D-9 and, if required, the Schedule 13E-3 (each, as defined in Section 1.2(b)).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hi Holdings Inc), Agreement and Plan of Merger (Haskel International Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the that: (i) its Board of Directors, at a meeting duly called and held on February 25September 29, 20001998, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to advisable and in the best interests of the shareholders Company and the holders of the Company; and Shares, (ivB) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved this Agreement, the Subscription Agreement and the Voting Agreement Stock Option Agreement, and the transactions contemplated hereby and thereby. The , including each of the Offer and the Merger, and (C) resolved to recommend that the stockholders of the Company further represents accept the Offer, tender their Shares to Purchaser thereunder and warrants adopt this Agreement; provided, however, that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor prior to the Special Committeeconsummation of the Offer, delivered if -------- ------- the Company's Board of Directors by majority vote shall have determined in good faith, based upon the advice of outside counsel to the Special Committee and Company, that failure to modify or withdraw its recommendation is reasonably likely to constitute a breach of the Board's fiduciary duty under applicable law, then the Board of Directors a written opinionmay so modify or withdraw its recommendation; and (ii) Xxxxxx Xxxxxxxxxx Xxxxx, dated as of February 25Inc. (the "Financial Adviser"), 2000, has delivered to the effect that the Per Share Amount to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) Board of Directors of the Company its opinion that the consideration to be paid to the holders of Shares, other than Parent and Purchaser, pursuant to each of the Offer and the Merger is fair to such shareholders holders from a financial point of view. The Company has been authorized by the Financial Adviser to permit, subject to prior review and consent by such Financial Adviser, the inclusion of such fairness opinion, in its entirety, in the Schedule14D-9 (as defined in subsection (b) hereof) and the Proxy Statement (as defined in Section 3.12). The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.2(a).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Swva Acquisition Inc), Agreement and Plan (Steel of West Virginia Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the its Board of Directors, at a meeting duly called and held on February 25held, 2000has unanimously (i) determined that this Agreement and its contemplated transactions, at which all including the Offer, the Merger, and the purchase of shares of Company Stock contemplated by the Offer (the "Transactions"), are advisable and fair to and in the best interests of the Directors were presentCompany and the Company's shareholders, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (iii) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and therebyTransactions, including the Offer Offer, the Merger, and the purchase of shares of Company Stock contemplated by the Offer, in accordance with the requirements of the Indiana Law, which approval satisfies in full the requirements of prior approval contained in Sections 23-1-40-1, 23-1-43-18 and 23-1-43-19(1) of the Indiana Law, (iii) taken all requisite action to amend, and has duly and validly amended, the Company's bylaws to provide that Chapter 42 of the Indiana Law does not apply to control share acquisitions of shares of Company Stock (including, without limitation, by Parent or Merger Subsidiary pursuant to the Offer or the Merger; ) and (iiiv) recommended resolved, subject to Section 7.04 to recommend that the shareholders of the Company accept the Offer, tender their Shares shares of Company Stock pursuant to the Offer and approve and adopt this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further hereby consents to the inclusion in the Offer Documents, the Schedule 14D-9 (as defined below) and the Proxy Statement (as defined below) (if any) of such recommendation of the Board of Directors. The Company represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, delivered to the Special Committee and the Board of Directors a has received the written opinion (the "DLJ Fairness Opinion") of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), stating that as of the date of such opinion, dated as of February 25, 2000, to the effect that the Per Share Amount proposed consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the shares of Company Stock pursuant to the Offer and the Merger is fair to such shareholders holders from a financial point of view. The Company has been authorized by DLJ to permit, subject to the prior review and consent by DLJ (such consent not to be unreasonably withheld), the inclusion of the DLJ Fairness Opinion (or a reference thereto) in the Offer Documents and the Schedule 14D-9.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gannett Co Inc /De/), Agreement and Plan of Merger (Central Newspapers Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board of DirectorsBoard, at a meeting duly called and held on February 25August 6, 20002001, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, and the transactions contemplated by the Stockholder Agreement (collectively, the "Transactions"), are fair to to, and in the best interests of, the holders of Shares, (B) approved, adopted and declared advisable this Agreement and the shareholders of the Company; Transactions (such approval and adoption having been made in accordance with Delaware Law including, without limitation, Section 203 thereof and (ivC) took all action necessary resolved to render recommend that the limitations on business combinations contained in Part 2 holders of Article 11 of Shares accept the Georgia Code inapplicable Offer and tender their Shares pursuant to the Offer, and approve and adopt this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx"ii) as financial advisor to the Special Committee, Broadview has delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to each of the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company shall not withhold, withdraw, amend, change or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05(b). The Company has been advised by the Selling Stockholders that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer and to vote the Shares held by them in favor of the approval and adoption of this Agreement pursuant to their Stockholder Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Thomson Corp), Agreement and Plan of Merger (Thomson Corp)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Sub that (i) the Board of DirectorsBoard, at a meeting duly called and held on February 25May 13, 20002001, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger (the Offer and the Merger, collectively, the "Transactions"), are fair to to, and in the best interests of the shareholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Agreementof, the Subscription holders of Shares, (B) approved, adopted and declared advisable this Agreement and the Voting Transactions (such approval and adoption having been made in accordance with the DGCL, including, without limitation, Section 203 thereof assuming that neither Parent nor Merger Sub are Interested Stockholders (as such term is defined in Section 203 of the DGCL with respect to the Transactions)) and (C) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, and approve and adopt this Agreement and the transactions contemplated hereby Transactions, and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. (ii) Credit Suisse First Boston Corporation ("X.X. XxxxxxCSFB") as financial advisor to the Special Committee, has delivered to the Special Committee and Board its opinion that, as of the Board date of Directors a written such opinion, dated as of February 25, 2000, to the effect that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to each of the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of viewview (the "Fairness Opinion"), subject to the assumptions and qualifications contained in such opinion. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and neither the Board nor the Company shall withdraw or modify such recommendation in any manner adverse to Merger Sub or Parent except as and to the extent expressly provided in Section 7.4(b).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Digital Island Inc), Agreement and Plan of Merger (Cable & Wireless PLC)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the its Board of Directors, at a meeting duly called and held on February 25held, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the MergerMerger (defined below in Section 2.1), the Stock Option Agreement dated as of the date hereof (the "Stock Option Agreement") and the Shareholder Option Agreement, dated as of the date hereof (the "Shareholder Option Agreement"), among the shareholders of the Company that are named therein and Merger Subsidiary, and the transactions contemplated thereby, are fair to and in the best interests of the shareholders interest of the Company; and 's shareholders, (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to unanimously approved this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby, including the Offer, the Merger, the Stock Option Agreement and the Shareholder Option Agreement and the transactions contemplated thereby, which approval satisfies in full the requirements of Section 203 of the General Corporation Law of the State of Delaware (the "Delaware Law"), (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its shareholders, and (iv) determined that the consummation of the transactions contemplated hereby including the Offering, the Merger, the Stock Option Agreement and therebythe Shareholder Option Agreement and thereby have not, and will not, cause the Rights, as defined herein, to become exercisable. The Company further represents and warrants that X.X. Xxxxxx Securities Advest Investment Banking, Inc. ("X.X. XxxxxxAdvest") as financial advisor to the Special Committee, has delivered to the Special Committee and the Company's Board of Directors a written opinion, dated as of February 25, 2000, to the effect its opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to paid in the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of view.. The Company has been advised that each of its directors and executive officers presently intend either to tender their Shares pursuant to the Offer or to vote in favor of the Merger. The Company will promptly furnish Parent and Merger

Appears in 2 contracts

Samples: Agreement and Plan of Merger (HCC Insurance Holdings Inc/De/), Agreement and Plan of Merger (Centris Group Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the its Board of Directors, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders interest of the Company; and 's stockholders, (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to unanimously approved this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including the Offer and therebythe Merger, which approval satisfies in full any applicable requirements of the General Corporation Law of the State of Delaware ("DELAWARE LAW"), and (iii) unanimously resolved, except as may be required, in response to an unsolicited bona fide written Acquisition Proposal, in order to comply with the fiduciary duties of the Board of Directors under applicable law as advised in writing by Coolxx Xxxward LLP ("COMPANY COUNSEL"), to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, Covixxxxx Xxxociates has delivered to the Special Committee and the Company's Board of Directors a its written opinion, dated as of February 25, 2000, to the effect opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to paid in the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of view. The Company has been advised that all of its directors and executive officers intend either to tender their Shares pursuant to the Offer or to vote in favor of the Merger. The Company will promptly furnish Buyer with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to Buyer such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Buyer may reasonably request in connection with the Offer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Oscar Acquisition Corp), Agreement and Plan of Merger (Oscar Acquisition Corp)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the that: (i) its Board of Directors, at a meeting duly called and held on February 25April 20, 20001997, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders holders of the Company; and Shares, (ivB) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved this Agreement, the Subscription Agreement and the Voting transactions contemplated hereby, including each of the Offer and the Merger, and (C) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Purchaser thereunder and approve this Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor it being understood that, notwithstanding anything in this Agreement to the Special Committeecontrary, delivered if the Company's Board of Directors determines in good faith, based upon the advice of outside counsel, that failure to the Special Committee and modify or withdraw its recommendation would constitute a breach of their fiduciary duties under applicable law, the Board of Directors may so modify or withdraw its recommendation and such modification or withdrawal shall not constitute a written opinionbreach of this Agreement); and (ii) Goldxxx, dated as of February 25, 2000, Xxchx & Xo. (the "Financial Adviser") has delivered to the effect Board of Directors of the Company its written opinion that the Per Share Amount consideration to be received by the shareholders (holders of Shares, other than ParentParent and Purchaser, Purchaser and the Contributing Shareholders) of the Company pursuant to each of the Offer and the Merger is fair to such shareholders from a financial point holders. The Company hereby consents to the inclusion in the Offer Documents of viewthe recommendations of the Company's Board of Directors described in this Section 1.2(a).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (George Acquisition Inc), Agreement and Plan of Merger (Goulds Pumps Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; its Board of Directors has unanimously (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are fair to and in the best interests of the shareholders holders of the Company; Shares, (B) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The (C) resolved to recommend that the stockholders of the Company further represents accept the Offer and warrants approve and adopt this Agreement and the transactions contemplated hereby and thereby (provided, however, that X.X. Xxxxxx Securities Inc. subject to the provisions of Section 5.4 such recommendation may be withdrawn, modified or amended in connection with a Superior Proposal (as defined in Section 5.4)) and (ii) Xxxxxxx Xxxxx and Co. ("X.X. XxxxxxXXXXXXX XXXXX") as financial advisor has rendered to the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated of the Company its opinion (which opinion is permitted to be included in writing in the Schedule 14D-9 (as of February 25, 2000defined in Section 1.2(b)), to the effect that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to each of the Offer and the Merger is fair to such shareholders from the holders of Shares. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in the first sentence of this Section 1.2(a), and has obtained the consent of Xxxxxxx Xxxxx to the inclusion in the Schedule 14D-9 of a financial point copy of view.the written opinion referred to in clause (ii) above. 2

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MDL Information Systems Inc), Agreement and Plan of Merger (Golden Gate Acquisitions Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsDirectors of the Company, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committeeheld, duly and unanimously: (i) approved and unanimously adopted resolutions approving this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended , determining that the shareholders terms of the Company Offer and the Merger are fair, from a financial point of view, to, and in the best interests of, the Company's stockholders and recommending that the Company's stockholders approve and adopt this Agreement, and that the Company's stockholders accept the Offer, Offer and tender their Shares pursuant to the Offer and approve this Agreement and Offer, provided, however, that any such recommendation may be amended, withdrawn or modified in accordance with the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests provisions of the shareholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and therebySection 6.5(b). The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, delivered to the Special Committee and the its Board of Directors a written opinion, dated as has received the opinion of February 25, 2000, Cleaxx Xxxl Reilxxx & XcDexxxx Xxx. ("Cleaxx Xxxl") to the effect that the Per Share Amount proposed consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to the Offer and the Merger is fair to such shareholders holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company understands that, concurrently with the execution of this Agreement, each of the Company's directors and officers intends to execute a Stockholder Agreement with Parent and/or Merger Sub and intends to tender all Shares owned by such person pursuant to the Offer. The Company hereby approves of and consents to the execution by each Stockholder Party of such Stockholder Party's Stockholder Agreement and the consummation of the transactions contemplated thereby, including the tender of such Shares, and represents that the Board of Directors of the Company, at a meeting duly called and held, duly and unanimously adopted resolutions approving the execution of the Stockholder Agreements and the consummation of the transactions contemplated thereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (New Image Industries Inc), Agreement and Plan of Merger (New Image Industries Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and the Note Tender Offer and represents and warrants that (i) the Board of DirectorsBoard, at a meeting duly called and held on February 25November 11, 20001998, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (iA) approved and adopted determined that this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Stock Option Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are fair to and in the best interests of the shareholders stockholders of the Company; Company and has declared this Agreement and the transactions contemplated hereby to be advisable, (ivB) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved and adopted this Agreement, the Subscription Agreement and the Voting Stock Option Agreement and the transactions contemplated hereby and thereby. The Company further represents , including, without limitation, the Merger, and warrants that X.X. Xxxxxx Securities Inc. such approval (the "X.X. XxxxxxSection 203 Approval") constitutes approval of the foregoing for purposes of Section 203 of Delaware Law, (C) taken all necessary action to avoid the occurrence of a "Distribution Date" (as financial advisor defined in the Rights Agreement referred to in Section 2.06) with respect to the Special CommitteeRights, (D) recommended that the stockholders of the Company accept the Offer and approve and adopt this Agreement and the transactions contemplated hereby, including, without limitation, the Merger, (E) based on the alternatives considered by the Board at such meeting, expressed its belief, while offering no formal opinion, that acceptance of the Note Tender Offer is preferable to such alternatives, and (F) approved the modifications to the Notes and the Indenture as provided for in the Consents, and (ii) Warburg Dillon Read LLC has delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, opinion to the effect that that, as of the Per Share Amount date of such opinion, the consideration to be received by the shareholders holders of Shares (other than Parent, Purchaser and the Contributing Shareholderstheir affiliates) of the Company pursuant to each of the Offer and the Merger is fair to such shareholders holders of Shares from a financial point of view. Subject only to the fiduciary duties of the Board under applicable law as determined by the Board in good faith following consultation with the Company's outside counsel, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. The Company represents to Parent and Purchaser that the Company has been advised by each of its directors and executive officers (which shall consist of the President, each Executive Vice President and any Senior Vice President that beneficially owns in excess of 5,000 Shares) that they intend (i) either to tender or cause to be tendered all Shares beneficially owned by them to Purchaser pursuant to the Offer or to vote such Shares in favor of the approval and adoption by the stockholders of the Company of this Agreement and the transactions contemplated hereby, and (ii) to tender or cause to be tendered all Notes beneficially owned by them to Purchaser pursuant to the Note Tender Offer, and, with respect to such Notes, to give the Consents solicited pursuant to the Consent Solicitation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (HSC Acquisition Corp), Agreement and Plan of Merger (Hills Stores Co /De/)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that that: (i) its Board of Directors, acting upon the unanimous recommendation of the independent directors (the "Special Committee") of the Board of Directors, at a meeting duly called and held on February 25December 2, 20001998, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are fair to and in the best interests of the shareholders holders of Shares, (B) exempted the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this AgreementOffer, the Subscription Merger, this Agreement and the Voting Tender Agreement and the transactions contemplated hereby and thereby. thereby so as to render Section 3-602 of the MGCL inapplicable thereto and to any Consensual Transaction, (C) amended the By-laws of the Company so as to render inapplicable Section 3-702(a)(i) of the MGCL to the transactions contemplated by this Agreement and the Tender Agreement, including, without limitation, the Offer, and to any Consensual Transaction,(D)declared the Merger to be advisable and directed that the Merger be submitted for consideration at a special meeting of the stockholders of the Company and (E) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Purchaser thereunder and approve this Agreement and the transactions contemplated hereby; and (ii) The Company further represents and warrants that X.X. Xxxxxx Securities Inc. Xxxxxxxx-Xxxxxxxx Company, LLC (the "X.X. XxxxxxFinancial Adviser") as financial advisor to the Special Committee, has delivered to the Special Committee and the Board of Directors a of the Company and the Special Committee its written opinion, dated as of February 25, 2000, opinion (or oral opinion to the effect be confirmed in writing) that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to each of the Offer and the Merger is fair to such shareholders holders from a financial point of view. The Company has been authorized by the Financial Adviser to permit, subject to prior review and consent by such Financial Adviser (such consent not to be unreasonably withheld), the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.2(a).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (L 3 Communications Holdings Inc), Agreement and Plan of Merger (Microdyne Corp)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the that: (i) its Board of Directors, at a meeting duly called and held on February 25May 15, 20001998, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and are fair to and in the best interests of the shareholders holders of the Company; and Shares, (ivB) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including each of the Offer and thereby. The the Merger, and (C) resolved to recommend that the stockholders of the Company further represents accept the Offer, tender their Shares to Purchaser thereunder and warrants adopt this Agreement; provided, however, that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor prior to the Special Committeeconsummation of the Offer, delivered if the Company's Board of Directors by majority vote shall have determined in good faith, based upon the advice of outside counsel to the Special Committee and Company, that failure to modify or withdraw its recommendation would constitute a breach of the Board's fiduciary duty under applicable law, the Board of Directors a written opinionmay so modify or withdraw its recommendation; and (ii) Xxxxxxx, dated as of February 25, 2000, Sachs & Co. (the "Financial Adviser") has delivered to the effect Board of Directors of the Company its opinion that the Per Share Amount consideration to be received by the shareholders (holders of Shares, other than ParentParent and Purchaser, Purchaser and the Contributing Shareholders) of the Company pursuant to each of the Offer and the Merger is fair to such shareholders holders from a financial point of view. The Company has been authorized by the Financial Adviser to permit, subject to prior review and consent by such Financial Adviser, the inclusion of such fairness opinion (or a reference thereto) in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.2(a).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mercantile Stores Co Inc), Agreement and Plan of Merger (Dillard Department Stores Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsCompany Board, at a meeting duly called and held on February 25held, 2000has, at which all of subject to the Directors were presentterms and conditions set forth herein, and acting on the unanimous recommendation of the Special Committeeunanimously, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to to, and in the best interests of of, the shareholders of the Company; and , (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including the Offer and therebythe Merger, in all respects and that such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Section 251 of the Delaware General Corporation Law (the "DGCL"), and similar provisions of any other similar state statutes that might be deemed applicable to the transactions contemplated hereby, and (iii) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares thereunder to Merger Sub and approve and adopt this Agreement and the Merger. The Company consents to the inclusion of such recommendation and approval in the Offer Documents; provided, that such recommendation may be withdrawn, modified or amended in accordance with the provisions of Section 5.2. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. C.E. Xxxxxxxxx, Xxwbin (the "X.X. XxxxxxFinancial Advisor") as financial advisor to the Special Committee, has delivered to the Special Committee and the Company Board of Directors a its written opinion, dated as of February 25, 2000, to the effect opinion that the Per Share Amount cash consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to the Offer and the Merger is fair to such shareholders from a financial point of view. The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the fairness opinion (or a reference thereto) in the Schedule 14D-9 (as defined in Section 1.2(b)) and, if required, the Schedule 13E-3.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kofax Image Products Inc), Agreement and Plan of Merger (Silver David S)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsDirectors of the Company, at a meeting duly called and held on February 25January 8, 20001999, at which all a majority of the Directors were was present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and therebyhereby, including the Offer and the Merger; (ii) , recommended that the shareholders stockholders of the Company accept the Offer, tender their Common Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) , and determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders stockholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor hereby consents to the Special Committee, delivered to inclusion in the Special Committee and Offer Documents of such recommendation of the Board of Directors a of the Company. The Company represents that its Board of Directors has received the written opinionopinion (the "FAIRNESS OPINION") of Xxxxxxxxx, dated as of February 25, 2000, to Xxxxxx & Xxxxxxxx Securities Corporation (the effect "FINANCIAL ADVISOR") that the Per Share Amount proposed consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Common Shares pursuant to the Offer and the Merger is fair to such shareholders holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 (as hereinafter defined) and the Proxy Statement (as hereinafter defined).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alarmguard Holdings Inc), Agreement and Plan of Merger (Tyco International LTD /Ber/)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; its Board of Directors has unanimously (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are fair to and in the best interests of the shareholders holders of the Company; Shares, (B) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The (C) resolved to recommend that the stockholders of the Company further represents accept the Offer and warrants approve and adopt this Agreement and the transactions contemplated hereby and thereby (provided, however, that X.X. Xxxxxx Securities Inc. subject to the provisions of Section 5.4 such recommendation may be withdrawn, modified or amended in connection with a Superior Proposal (as defined in Section 5.4)) and (ii) Alliant Partners ("X.X. XxxxxxALLIANT PARTNERS") as financial advisor has rendered to the Special Committee, delivered to the Special Committee and the Board of Directors a of the Company its written opinion, dated opinion (which opinion is permitted to be included in writing in the Schedule 14D-9 (as of February 25, 2000defined in Section 1.2(b)), to the effect that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to each of the Offer and (so long as the price per Share equals or exceeds $2.45) the Merger is fair to such shareholders from the holders of Shares. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in clause (i) of this Section 1.2(a), and has obtained the consent of Alliant Partners to the inclusion in the Schedule 14D-9 of a financial point copy of viewthe written opinion referred to in clause (ii) above.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Diamond Multimedia Systems Inc), Agreement and Plan of Merger (Micronics Computers Inc /Ca)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the that: (i) its Board of Directors, at a meeting duly called and held on February 25July 13-14, 20001997, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer Offer, the Axiohm Exchange, the Acquisition of Purchaser and the Merger, are fair to and in the best interests of the shareholders holders of the Company; Shares, (B) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The (C) resolved to recommend that the shareholders of the Company further represents accept the Offer and warrants tender their Shares to Purchaser thereunder (provided, however, that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor subject to the Special Committeeprovisions of Section 6.3 such recommendation may be withdrawn, modified or amended in connection with a Superior Proposal (as defined in Section 6.3)); and (ii) Prudential Securities Incorporated (the "Financial Adviser"), has delivered to the Special Committee and the Board of Directors a of the Company its written opinion, dated as of February 25, 2000, to the effect opinion that the Per Share Amount consideration to be received by the shareholders holders of shares of Company Common Stock (other than ParentParent and its affiliates), Purchaser and the Contributing Shareholders) consisting of the Company cash consideration to be received by such holders pursuant to the Offer and the Merger shares of Company Common Stock to be retained by such holders following the consummation of the Axiohm Exchange, the Acquisition of Purchaser and the Merger, is fair to such shareholders holders from a financial point of view. The Company has been authorized by the Financial Adviser to permit, subject to prior review and consent by the Financial Adviser, the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.2(a).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ax Acquisition Corp), Agreement and Plan of Merger (Dh Technology Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Sub that (i) the Board of DirectorsBoard, at a meeting duly called and held on February 25October 11, 20002001, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer Offer, the Stock Option, and the Merger (the Offer, the Stock Option, and the Merger, collectively, the "Transactions"), are fair to to, and in the best interests of the shareholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Agreementof, the Subscription holders of Shares, (B) approved, adopted and declared advisable this Agreement and the Voting Transactions (such approval and adoption having been made in accordance with the DGCL, including, without limitation, Section 203 thereof assuming that neither Parent nor Merger Sub are Interested Stockholders (as such term is defined in Section 203 of the DGCL with respect to the Transactions)) and (C) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, and approve and adopt this Agreement and the transactions contemplated hereby Transactions, and thereby. The (ii) Xxxx Brothers & Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, LLC has delivered to the Special Committee and Board its opinion that, as of the Board date of Directors a written such opinion, dated as of February 25, 2000, to the effect that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to each of the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of viewview (the "Fairness Opinion"), subject to the assumptions and qualifications contained in such opinion. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and neither the Board nor the Company shall withdraw or modify such recommendation in any manner adverse to Merger Sub or Parent except as and to the extent expressly provided in Section 5.3.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (E-Medsoft Com), Agreement and Plan of Merger and Reorganization (E-Medsoft Com)

Company Action. (a) The Company hereby approves of and -------------- consents to the Offer and represents and warrants that (i) the Board of DirectorsBoard, at a meeting duly called and held on February 25June 4, 20001997, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are fair to and in the best interests of the shareholders holders of the Company; Shares, (B) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The (C) recommended that the stockholders of Company further represents accept the Offer and warrants that X.X. approve and adopt this Agreement and the transactions contemplated hereby, and (ii) Friedman, Billings, Xxxxxx Securities & Co. Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, has delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect its opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to each of the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of view, subject to the assumptions and qualifications contained in such opinion, and which shall be confirmed promptly in writing. Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. Assuming that neither Parent nor Purchaser are Interested Stockholders (as such term is defined in Section 203 of the GCL) immediately prior to the Board taking the action described in this Section 1.2, the approval set forth in clause (a)(i) shall, among other things, satisfy the restrictions on business combinations contained in Section 203 of the GCL with respect to the transactions contemplated hereby. Company has been advised by each of its directors and executive officers that they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer or to vote such Shares in favor of the approval and adoption by the stockholders of Company of this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Intermedia Communications of Florida Inc), Agreement and Plan of Merger (Intermedia Communications of Florida Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the its Board of Directors, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of a special committee of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders Board of Directors of the Company accept composed entirely of non-management independent directors (the Offer"Special Committee"), tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; has (iiii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and are fair to and in the best interests of the shareholders of the Company; 's stockholders (other than Parent and its Affiliates), (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including the Offer and therebythe Merger, in accordance with the requirements of the Delaware Law and (iii) subject to Section 7.04(c), resolved to recommend acceptance of the Offer and adoption of this Agreement by its stockholders. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, UBS Warburg LLC has delivered to the Special Committee and the Board of Directors a its written opinion, dated as of February 25, 2000, to the effect opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to paid in the Offer and the Merger is fair to such shareholders the holders of Shares (other than Parent and its Affiliates) from a financial point of view. The Company has been advised that all of its directors who own Shares intend either to tender their Shares pursuant to the Offer or to vote in favor of the Merger. The Company will promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and, subject to Section 7.04(c), will provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sodexho Alliance S A), Agreement and Plan of Merger (Sodexho Marriott Services Inc)

Company Action. (a) The Company BLP hereby approves of and consents to the Offer Offer, and represents and warrants that the Board of DirectorsBLP Board, at a meeting duly called and held on February 25held, 2000has, at which all of subject to the Directors were presentterms and conditions set forth in this Agreement, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved this Agreement, and adopted deems this Agreement, the Subscription Agreement and Offer, the Voting Agreement Merger and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve by this Agreement and the transactions contemplated herebyadvisable, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders of the CompanyBLP Stockholders; and (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby by this Agreement, including the Offer and therebythe Merger, in all respects, and such approval constitutes approval of the Offer, this Agreement, the Merger and the transactions contemplated by this Agreement for purposes of Section 203 of the Delaware General Corporation Law (the “DGCL”); and (iii) resolved to recommend that the BLP Stockholders accept the Offer, that the BLP Stockholders tender their shares of BLP Common Stock under the Offer to Subcorp, and that the BLP Stockholders approve and adopt this Agreement and the Merger to the extent required by Applicable Laws. The Company BLP consents to the inclusion of such approval and recommendation in the Offer Documents. BLP further represents and warrants that X.X. Xxxxxx Securities Bear, Sxxxxxx & Co. Inc. ("X.X. Xxxxxx"“Bear Sxxxxxx”) as financial advisor to the Special Committee, has delivered to the Special Committee and the BLP Board of Directors a its written opinion, dated as of February 25, 2000, to the effect opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company BLP Stockholders pursuant to the Offer and the Merger is fair to such shareholders the BLP Stockholders from a financial point of view.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Boron Lepore & Associates Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the its Board of Directors, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; Merger (ii) recommended that the shareholders of the Company accept the Offeras defined in Section 2.1), tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) has determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests interest of the shareholders Company and its stockholders and has resolved to recommend acceptance of the Offer to the Company; 's stockholders, and that the stockholders tender their Shares in the Offer and, if applicable, vote to approve and adopt this Agreement and the Merger, (ii) (x) taken all action necessary to render Section 203 of the Delaware General Corporation Law, and (ivy) took within 5 days of the date hereof, shall have taken all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Company's Rights Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 2515, 20001996, between the Company and The First National Bank of Boston, as rights agent, (the "Rights Agreement"), inapplicable to the Offer, the Merger and this Agreement or any of the transactions contemplated hereby or thereby. The Company hereby consents to the inclusion in the Offer Documents (as hereinafter defined) of the recommendation of the Board of Directors described in the first sentence of this Section 1.2, except as such consent may be withdrawn by the Board of Directors of the Company in the exercise of its fiduciary duties as set forth in Section 6.6(b) hereof. The Company represents that it has received the opinion of Hambxxxxx & Quisx XXX ("H&Q") to the effect that the Per Share Amount to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company consideration offered pursuant to the Offer and the Merger is fair to such shareholders stockholders of the Company from a financial point of view; it being understood and acknowledged that such opinion has been rendered to the Board of Directors of the Company and may not be relied upon by Parent, Purchaser or Merger Sub or their affiliates or their respective stockholders.

Appears in 2 contracts

Samples: 1 Agreement and Plan of Merger (WDR Acquisition Corp), Agreement and Plan of Merger (Wonderware Corp)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (A) the Board of DirectorsDirectors of the Company, at a meeting duly called and held on February 25November 18, 20001998, at which all of the Directors were present, and acting on the duly approved by unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted vote this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and therebyhereby, including the Offer Offer, the Merger and the Merger; (ii) recommended Stockholder Agreement, resolved to recommend that the shareholders stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve adopt this Agreement and the transactions contemplated hereby, including the Merger; (iii) , and determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders stockholders of the Company; Company and (ivB) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this AgreementVector Securities International, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. (the "X.X. XxxxxxFinancial Advisor") as financial advisor to the Special Committee, has delivered to the Special Committee and the Board of Directors a of the Company its written opinion, dated opinion that as of February 25, 2000, to the effect that date hereof the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) stockholders of the Company pursuant to each of the Offer and the Merger is fair to such shareholders the stockholders of the Company from a financial point of view. The Company has been authorized by the Financial Advisor to permit the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.2(a).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Em Industries Inc), Agreement and Plan of Merger (Cn Biosciences Inc)

Company Action. (a) The Company hereby approves of and consents to represents that (i) the Offer and represents and warrants that the Board of DirectorsBoard, at a meeting duly called and held on February 25June 4, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the MergerMerger (collectively, the "TRANSACTIONS"), are fair to to, and in the best interests of the shareholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Agreementof, the Subscription holders of Shares, (B) approved and adopted this Agreement and the Voting Transactions (such approval and adoption having been made in accordance with Michigan Law), (C) resolved to recommend that the holders of Shares accept the Offer and tender Shares pursuant to the Offer, and approve and adopt this Agreement and the transactions Transactions, and (D) resolved to amend the Rights Agreement as contemplated hereby herein, and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities (ii) Deutsche Bank Securities, Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, has delivered to the Special Committee and the Board of Directors a written an opinion, dated as of February 25which will be confirmed promptly in writing, 2000, to the effect that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to each of the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05(b). If so requested by the Purchaser, the Company will take all reasonable actions necessary in support of any consent solicitation and/or tender offer for the Company's outstanding 9.25% senior subordinated notes due 2008. The Company has been advised by its directors and executive officers that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thomson Corp)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board of DirectorsBoard, at a meeting duly called and held on February 25November 20, 20001997, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are fair to and in the best interests of the shareholders holders of the Company; Shares, (B) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The (C) recommended that the stockholders of Company further represents accept the Offer and warrants that X.X. Xxxxxx Securities Inc. approve and adopt this Agreement and the transactions contemplated hereby, and (ii) Credit Suisse First Boston Corporation ("X.X. XxxxxxFIRST BOSTON") as financial advisor has rendered to the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect its opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to each of the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of view, subject to the assumptions and qualifications contained in such opinion, and which shall be confirmed promptly in writing. Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. Assuming that neither Parent nor Purchaser are Interested Stockholders (as such term is defined in Section 203 of the GCL) immediately prior to the Board taking the action described in this Section 1.2, the approval set forth in clause (a)(i) shall, among other things, satisfy the restrictions on business combinations contained in Section 203 of the GCL with respect to the transactions contemplated hereby. Company has been advised by each of its directors and executive officers that they intend to vote all Shares beneficially owned by them in favor of the approval and adoption by the stockholders of Company of this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Shared Technologies Fairchild Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; its Board of Directors has unanimously (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are fair to and in the best interests of the shareholders holders of the Company; Shares, (B) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby(C) resolved to recommend that the shareholders of the Company accept the Offer and approve and adopt this Agreement and the transactions contemplated hereby and thereby (provided, however, that subject to the provisions of Section 5.4 such recommendation may be withdrawn, modified or amended in connection with a Superior Proposal (as defined in Section 5.4)) and (ii) Bear, Steaxxx & Xo. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. XxxxxxBANKER") as financial advisor has rendered to the Special Committee, delivered to the Special Committee and the Board of Directors a of the Company its written opinion, dated opinion (which opinion is permitted to be included in writing in the Schedule 14D-9 (as of February 25, 2000defined in Section 1.2(b)), to the effect that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to each of the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in the first sentence of this Section 1.2(a), and has obtained the consent of Banker to the inclusion in the Schedule 14D-9 of a copy of the written opinion referred to in clause (ii) above.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netmanage Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that its board of directors (the "Board of Directors"), at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of a special committee of the Board of Directors comprised of two independent directors (the "Special Committee"), duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company; 's stockholders, (ii) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including the Offer and therebythe Merger, in accordance with the requirements of the Delaware Law and (iii) subject to Section 7.04(b), resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, Broadview International Limited has delivered to the Special Committee and the Board of Directors a its written opinion, dated as of February 25, 2000, to the effect opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to paid in the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of viewview based upon and subject to the factors and assumptions set forth therein. The parties acknowledge that Warburg, Pincus Investors, L.P., subject to certain conditions, hxx xxxeed to either tender the Shares held by it pursuant to the Offer or to vote in favor of the Merger pursuant to a letter agreement with Symphony Technology Group dated September 23, 2002, as amended from time to time. The Company shall direct its transfer agent to promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct insofar as the records of the transfer agent are concerned as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Industri Matematik International Corp)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the subject to Section 6.5(b) hereof (i) its Board of Directors, Directors at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are advisable and fair to and in the best interests of the shareholders holders of the Company; and Shares, (ivB) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including each of the Offer and thereby. The the Merger, and (C) resolved to recommend that the stockholders of the Company further represents accept the Offer, tender their Shares to Purchaser thereunder and warrants that X.X. Xxxxxx Securities Inc. adopt this Agreement; and (ii) Xxxxxxx, Xxxxx & Co. (the "X.X. XxxxxxFinancial Advisor") as financial advisor to the Special Committee, has delivered to the Special Committee and the Board of Directors a of the Company its written opinionopinion (or oral opinion to be confirmed in writing), dated as of February 25the date hereof, 2000, to the effect that the Per Share Amount consideration to be received by the shareholders holders of shares of Company Common Stock (other than Parent, Purchaser and the Contributing Shareholders) members of the Company Xxxxx Family Group) pursuant to each of the Offer and the Merger is fair to such shareholders holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit, subject to prior review and consent by such Financial Advisor, the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.2(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Reh Mergersub Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsDirectors of the Company (the "COMPANY BOARD"), at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committeeheld, duly and unanimously: (i) approved and adopted resolutions approving this Agreement, the Subscription Agreement and Company Option Agreement, the Voting Agreement and the transactions contemplated hereby and therebyStockholders Agreement, including the Offer and the Merger; (ii) recommended , determining, as of the date of such resolutions, that the shareholders terms of the Company Offer and the Merger are fair to, and in the best interests of, the Company's stockholders, recommending that the Company's stockholders accept the Offer, tender their Shares shares pursuant to the Offer and approve this Agreement (if required), and approving the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including acquisition of shares of Company Common Stock by Merger Sub pursuant to the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to other transactions contemplated by this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further hereby consents to the inclusion in the Offer Documents, the Schedule 14D-9 and the Proxy Statement (if any) of such recommendation of the Company Board. The Company hereby represents and warrants that X.X. Xxxxxx Securities Inc. the Company Board has received the written opinion (the "X.X. XxxxxxFAIRNESS OPINION") as financial advisor to of Broadview Associates LLC (the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect "FINANCIAL ADVISOR") that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Common Stock pursuant to the Offer and the Merger is fair to such shareholders holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit the inclusion of the Fairness Opinion in the Offer Documents, the Schedule 14D-9 and the Proxy Statement (if any). The Company has been advised by each of its directors and executive officers that each such person currently intends to tender all shares of Company Common Stock owned by such person pursuant to the Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Premisys Communications Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on February 25October 13, 2000, at which all acting by a unanimous vote of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimouslydirectors: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and therebyhereby, including the Offer and the MergerMerger and the transactions contemplated by the Stockholder Agreement (including, without limitation, for purposes of Section 9 of the Confidentiality Agreement dated August 14, 2000 between Parent and the Company (the "Confidentiality Agreement")); (ii) recommended resolved to recommend that the shareholders stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to advisable and in the best interests of the shareholders stockholders of the CompanyCompany and that the consideration to be paid for each Share in the Offer and the Merger is fair to the holders of Shares; and (iv) took irrevocably has taken all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 Section 203 of the Georgia Code DGCL and other state takeover statutes inapplicable to this Agreementthe Offer, the Subscription Merger, this Agreement and the Voting Stockholder Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. Board has received the opinion of Credit Suisse First Boston Corporation (the "X.X. XxxxxxCompany's Financial Advisor") as financial advisor to the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect that that, based upon and subject to the Per Share Amount matters set forth therein and as of the date thereof, the Offer Price to be received by the shareholders holders of Shares (other than Parent, Purchaser Parent and the Contributing Shareholdersits Affiliates) of the Company pursuant to the Offer and the Merger is fair to such shareholders holders of Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Board described in this Section 1.02, provided that this Agreement has not been terminated.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Specialty Equipment Companies Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors, at a meeting or meetings duly called and held on February 25, 2000prior to the date hereof, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimouslyduly: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and therebyhereby, including the Offer and the Merger; (ii) recommended that the shareholders stockholders of the Company accept the Offer, tender their Company Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders stockholders of the Company; and (iv) irrevocably took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 Section 203 of the Georgia Code DGCL inapplicable to Parent and Purchaser and to this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and therebyhereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx"x) as Bear, Sxxxxxx & Co. Inc., the Company’s independent financial advisor to (the Special Committee“Company Financial Advisor”), has delivered to the Special Committee and the Board of Directors the Fairness Opinion (as defined in Section 4.20) and (y) a written opinion, dated as true and correct copy of February 25, 2000, such opinion has been delivered to the effect Parent and Purchaser. The Company acknowledges that the Per Share Amount to be received by the shareholders (other than Parent, Purchaser Voting and the Contributing Shareholders) of the Company pursuant to the Offer Tender Agreement is being executed and the Merger is fair to such shareholders from a financial point of viewdelivered simultaneously herewith.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bioreliance Corp)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsCompany Board, at a meeting duly called and held on February 25held, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company; Company and its stockholders, (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved and declared advisable this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including the Offer and therebythe Merger, in accordance with the DGCL, and (iii) resolved to recommend acceptance of the Offer and, as applicable, adoption of this Agreement by the Company's stockholders (the "Recommendation"); provided, however, that the Company Board may withdraw, qualify, modify or amend the Recommendation as and only to the extent permitted by Section 8.04. The Company further represents that the Company Board has received the opinion of each of Salomon Smith Barney Inc. and warrants that X.X. Xxxxxx Securities Inc. Credit Suisse First Boston Corporxxxxx (xxx "X.X. XxxxxxXdxxxxxx") as financial advisor to the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect that that, as of the Per Share Amount date of this Agreement, the consideration to be received by the shareholders holders of Company Common Stock (other than Parent, Purchaser the Stockholders and the Contributing Shareholderstheir respective affiliates) of the Company pursuant to in the Offer and the Merger is is, taken together, fair to such shareholders from a financial point of viewview to such holders, and a copy of such opinions, promptly upon receipt thereof, will be delivered to Parent. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board and the Company shall not withdraw, qualify, modify or amend the Recommendation in any manner adverse to Parent or Merger Sub except as and only to the extent permitted by Section 8.04(d). The Company has been advised by its directors and officers that they intend to tender all shares of Company Common Stock beneficially owned by them into the Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quest Diagnostics Inc)

Company Action. (a) The Company hereby approves of and consents -------------- to the Offer and represents and warrants that (i) the Board of Directors, at a meeting duly called and held on February 25August 28, 2000, at which all of the Directors were present, unanimously (with one Board member absent) and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (ix) approved and adopted this Agreement, the Subscription Agreement and approved the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger (such adoption and approval being sufficient to render Section 203 of the DGCL inapplicable to this Agreement and the Voting Agreement and the transactions contemplated hereby, including the Offer and the Merger; , assuming that Parent and Purchaser are not "interested stockholders," as such term is defined in Section 203 of the DGCL (iian "interested stockholder"), immediately prior to the execution of this Agreement and the Voting Agreement by Parent and Purchaser), (y) recommended that the shareholders of the Company Stockholders accept the Offer, tender their Shares pursuant to the Offer and adopt and approve this Agreement and the transactions contemplated hereby, including the Merger; , and (iiiz) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders of Stockholders and (ii) Xxxxxxx, Xxxxx & Co., the Company; and (iv) took all action necessary 's financial advisor, has rendered to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, its opinion to the effect that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to the Offer and the Merger is fair to such shareholders holders from a financial point of view.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Beringer Wine Estates Holdings Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; its Board of Directors has unanimously (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the MergerAcquisition, are fair to and in the best interests of the shareholders of the Company; 's stockholders, (B) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The (C) resolved to recommend that the stockholders of the Company further represents accept the Offer and warrants tender their Shares to Purchaser in accordance with the Letter of Transmittal (provided, however, that X.X. Xxxxxx Securities Inc. subject to the provisions of Section 4.3 such recommendation may be withdrawn, modified or amended in connection with a Superior Proposal (as defined in Section 4.3)) and (ii) Alliant Partners ("X.X. XxxxxxBANKER") as financial advisor has rendered to the Special Committee, delivered to the Special Committee and the Board of Directors a of the Company its written opinion, dated opinion (which opinion is permitted to be included in writing in the Directors' Circular and the Schedule 14D-9 (as of February 25, 2000defined in Section 1.2(b)), to the effect that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company stockholders pursuant to each of the Offer and the Merger Acquisition is fair to such shareholders the stockholders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in the first sentence of this Section 1.2(a), and has obtained the consent of Banker to the inclusion in the Schedule 14D-9 of a copy of the written opinion referred to in clause (ii) above.

Appears in 1 contract

Samples: Acquisition Agreement (Netmanage Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and the Notes Tender Offers and represents and warrants that the Board of DirectorsCompany Board, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on following the unanimous recommendation of the Independent Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders Committee of the Company accept Board established to review the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; has unanimously (iiii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and are fair to and in the best interests of the shareholders interest of the Company; 's stockholders, (ii) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, including the Subscription Offer, the Merger, the Stock Option Agreement and the Voting Stockholders Agreement and the transactions contemplated hereby and thereby, which approval constitutes approval under Section 203 of the DGCL such that the Offer, the Merger, this Agreement, the Stock Option Agreement and the Stockholders Agreement and the other transactions contemplated hereby and thereby are not and shall not be subject to any restriction of Section 203 of the DGCL, and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Subsidiary thereunder and approve and adopt this Agreement and the Merger (the recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the "Recommendations"). The Company further represents that Deutsche Banc Alex. Brown and warrants that X.X. Xxxxxx Securities Rothschild Inc. ("X.X. Xxxxxx") as financial advisor have rendered to the Special Committee, delivered to the Special Committee and the Company Board of Directors a written opinion, dated as of February 25, 2000, to the effect their opixxxxx that the Per Share Amount xxx xxxxxderation to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company Company's stockholders pursuant to the Offer and the Merger this Agreement is fair to such shareholders stockholders from a financial point of view. The Company has been advised that all of its directors and executive officers presently intend to tender their Shares pursuant to the Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gaylord Container Corp /De/)

Company Action. (a) The Company hereby approves of and consents to the Offer and the Notes Tender Offers and represents and warrants that the Company Board of Directors, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and are fair to and in the best interests of the shareholders interest of the Company; 's stockholders, (ii) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, including the Subscription Offer, the Merger, the Stock Option Agreement and the Voting Stockholders Agreement and the transactions contemplated hereby and thereby, which approval constitutes approval under Section 203 of the DGCL such that the Offer, the Merger, this Agreement, the Stock Option Agreement and the Stockholders Agreement and the other transactions contemplated hereby and thereby are not and shall not be subject to any restriction of Section 203 of the DGCL, and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Subsidiary thereunder and approve and adopt this Agreement and the Merger (the recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the "Recommendations"). The Company further represents that Deutsche Banc Alex. Brown and warrants that X.X. Xxxxxx Securities Rothschild Inc. ("X.X. Xxxxxx") as financial advisor have rendered to the Special Committee, delivered to the Special Committee and the Company Board of Directors a written opinion, dated as of February 25, 2000, to the effect that the Per Share Amount their xxxxxons txxx xxx xxnsideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company Company's stockholders pursuant to the Offer and the Merger this Agreement is fair to such shareholders stockholders from a financial point of view. The Company has been advised that all of its directors and executive officers presently intend to tender their Shares pursuant to the Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gaylord Container Corp /De/)

Company Action. (a) The Company hereby approves of and consents to -------------- the Offer and represents and warrants that (i) the Board of DirectorsBoard, at a meeting duly called and held on February 25November 20, 20001997, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are fair to and in the best interests of the shareholders holders of the Company; Shares, (B) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The (C) recommended that the stockholders of Company further represents accept the Offer and warrants that X.X. Xxxxxx Securities Inc. approve and adopt this Agreement and the transactions contemplated hereby, and (ii) Credit Suisse First Boston Corporation ("X.X. XxxxxxFirst Boston") as financial advisor has rendered to the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect its ------------ opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to each of the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of view, subject to the assumptions and qualifications contained in such opinion, and which shall be confirmed promptly in writing. Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. Assuming that neither Parent nor Purchaser are Interested Stockholders (as such term is defined in Section 203 of the GCL) immediately prior to the Board taking the action described in this Section 1.2, the approval set forth in clause (a)(i) shall, among other things, satisfy the restrictions on business combinations contained in Section 203 of the GCL with respect to the transactions contemplated hereby. Company has been advised by each of its directors and executive officers that they intend to vote all Shares beneficially owned by them in favor of the approval and adoption by the stockholders of Company of this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intermedia Communications of Florida Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Sub that (i) the Board of DirectorsBoard, at a meeting duly called and held on February 25October 11, 20002001, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer Offer, the Stock Option, and the Merger (the Offer, the Stock Option, and the Merger, collectively, the "Transactions"), are fair to to, and in the best interests of the shareholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Agreementof, the Subscription holders of Shares, (B) approved, adopted and declared advisable this Agreement and the Voting Transactions (such approval and adoption having been made in accordance with the DGCL, including, without limitation, Section 203 thereof assuming that neither Parent nor Merger Sub are Interested Stockholders (as such term is defined in Section 203 of the DGCL with respect to the Transactions)) and (C) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, and approve and adopt this Agreement and the transactions contemplated hereby Transactions, and thereby. The (ii) Cain Brothers & Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, LLC has delivered to the Special Committee and Board its opinion thax, xs of the Board date of Directors a written such opinion, dated as of February 25, 2000, to the effect that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to each of the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of viewview (the "Fairness Opinion"), subject to the assumptions and qualifications contained in such opinion. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and neither the Board nor the Company shall withdraw or modify such recommendation in any manner adverse to Merger Sub or Parent except as and to the extent expressly provided in Section 5.3.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Tender Loving Care Health Care Services Inc/ Ny)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors, (i) at a meeting duly called and held on February 25December 21, 20001999, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: Committee has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including the Offer Merger, are fair to and in the best interests of the Public Shareholders, (B) approved and authorized this Agreement, the Merger and the transactions contemplated hereby, and (C) recommended that the shareholders of the Company approve and adopt this Agreement and the Merger, (ii) at a meeting duly called and held on December 21, 1999, the Company Board has by unanimous vote of all directors present and voting and based in part upon the approval and recommendation of the Special Committee set forth in the preceding clause (i) (A) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the shareholders of the Company; Public Shareholders, (B) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to authorized this Agreement, the Subscription Agreement and the Voting Agreement Merger and the transactions contemplated hereby hereby, and thereby. The (C) recommended that the shareholders of the Company further represents approve and warrants that X.X. Xxxxxx Securities Inc. adopt this Agreement and the Merger, and ("X.X. Xxxxxx"iii) as financial advisor to the Special Committee, Financial Advisor has delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect Company Board its written opinion dated December 21, 1999 (the "Fairness Opinion") that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to the Offer and Public Shareholders in the Merger is fair to such shareholders holders from a financial point of view. A copy of such opinion has been provided to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Comcast Corp)

Company Action. (a) The Company hereby approves of and consents -------------- to the Offer and represents and warrants that the Company's Board of Directors, at a meeting duly called and held on February 25held, 2000has, at which all of subject to the Directors were presentterms and conditions set forth herein, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to to, and in the best interests of, the stockholders of the shareholders of the Company; and , (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved this Agreement, the Subscription Offer at the Offer Consideration and the Merger, including for purposes of Section 203 of the General Corporation Law of the State of Delaware (the "DGCL"), and (iii) resolved to recommend that the stockholders of Company that wish to receive cash for their Shares accept the Offer and tender their Shares thereunder to Purchaser for the Offer Consideration and that Stockholders approve and adopt this Agreement and the Voting Agreement Merger. Company hereby consents to the inclusion of such recommendation and approval in the transactions contemplated hereby Offer Documents; provided, -------- however, that Company's Board of Directors may withdraw, modify or change such ------- recommendation to the extent that it determines after consultation with and therebybased upon the advice of independent legal counsel to Company, that the failure to do so would result in a breach of the Board of Director's fiduciary duties under applicable laws. The Company further represents and warrants that X.X. Xxxxxxx Lynch, Pierce, Xxxxxx Securities Inc. & Xxxxx Incorporated, Company's financial advisor ("X.X. XxxxxxXxxxxxx Xxxxx") as financial advisor to the Special Committee), has delivered to the Special Committee and the Company's Board of Directors a written opinion, dated as the opinion of February 25, 2000, to the effect Xxxxxxx Xxxxx that the Per Share Amount Offer Consideration and Merger Consideration (as defined in Section 3.1(d)) to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) stockholders of the Company pursuant to the Offer and the Merger is fair to such shareholders from a financial point of viewview to such holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Penney J C Co Inc)

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Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on February 25, 2000, at which all the Board of Directors of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: Company has (i) by unanimous vote of all directors present and voting (with all directors who are designees of Parent abstaining), approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including determined that the Offer and the Merger; Merger are in the best interests of the Company and its stockholders (other than Parent and the Purchaser) and on terms that are fair to such stockholders, and (ii) recommended that the shareholders of Company's stockholders (other than Parent and the Company Purchaser) accept the Offer, tender their Shares pursuant to the Offer and tender all of their Shares in connection therewith and, if required under the MBCL, approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, delivered to the Special Committee and the its Board of Directors a has received the written opinion, dated as opinion of February 25, 2000, to the effect Xxxxxxxxx & Xxxxx LLC (its "Financial Advisor") that the Per Share Amount consideration to be received by the shareholders holders of ------------------ Shares (other than Parent, Parent and the Purchaser and the Contributing ShareholdersDissenting Stockholders (as defined in Section 2.4)) of the Company pursuant to each of the Offer and the Merger is fair to such shareholders holders from a financial point of view, and that a complete and correct signed copy of such opinion has been delivered on or prior to the date hereof by the Company to Parent. The Company hereby consents to the inclusion in the Offer Documents the recommendation of the Company's Board of Directors described in the immediately preceding sentence. The Company has been authorized by its Financial Advisor to permit, subject to the prior review by its Financial Advisor, the inclusion of the fairness opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 (as defined in Section 1.2(b)) and the Proxy Statement (as defined in Section 4.6).

Appears in 1 contract

Samples: Agreement and Plan of Merger (CSW Acquisition Corp)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsDirectors of the Company, at a meeting duly called and held on February October 25, 20001999, at which all of the Directors were was present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and therebyhereby, including the Offer and the Merger; (ii) , recommended that the shareholders of the Company accept the Offer, tender their Common Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) , and determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor hereby consents to the Special Committee, delivered to inclusion in the Special Committee and Offer Documents of such recommendation of the Board of Directors a of the Company. The Company represents that its Board of Directors has received the written opinionopinion (the "FAIRNESS OPINION") of Xxxxx, dated as of February 25Xxxxxxxx & Xxxx, 2000, to Inc. (the effect "FINANCIAL ADVISOR") that the Per Share Amount proposed consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Common Shares pursuant to the Offer and the Merger is fair to such shareholders holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 (as hereinafter defined) and the Proxy Statement (as hereinafter defined).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Praegitzer Industries Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsDirectors of the Company (the "Company Board"), at a meeting duly called and held on February 25June 14, 20001999, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement Company Stock Option and the transactions contemplated hereby and thereby, including the Offer and Offer, the Merger, the Employment Agreements and Parent's acquisition of Shares pursuant to the Stockholders Agreement; (ii) recommended that the shareholders stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders stockholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 Section 203 of Article 11 of the Georgia Code Delaware Law inapplicable to this Agreement, the Subscription Agreement and Company Stock Option, the Voting Stockholders Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. (x) Alliant Partners (the "X.X. XxxxxxFinancial Advisor") as financial advisor has rendered to the Special Committee, delivered to the Special Committee and the Company Board of Directors a written opinion, dated as of February 25June 14, 20001999, to the effect that that, subject to the Per assumptions and limitations set forth therein, $13.00 in cash per Share Amount to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) stockholders of the Company pursuant to the Offer and the Merger is fair to such shareholders stockholders from a financial point of viewview and (y) a true and correct copy of such opinion has been delivered to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cadence Design Systems Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Company Board of Directors, at a meeting duly called and held on February 25June 13, 2000, at which all of the Directors were present, unanimously and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including the Offer and therebythe Merger (such approval being sufficient to render each of (y) Section 203 of Delaware Law and (z) Article Ninth of the Company's Certificate of Incorporation inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger; (ii) ), recommended that the shareholders stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) , and determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders stockholders of the Company; Company and (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this AgreementX.X. Xxxxxx & Co., Incorporated, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as Company's financial advisor advisor, has rendered to the Special Committee, delivered to the Special Committee and the Company Board of Directors a its written opinion, dated as of February 25, 2000, to the effect opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser holders of Shares and the Contributing Shareholders) Options of the Company pursuant to the Offer and the Merger is fair to such shareholders holders from a financial point of view.. The Company hereby consents to the inclusion in the Offer Documents of the recommendation referred to in this Section 1.2, provided, however, that the Board of Directors may withdraw or ----------- -------- ------- modify such recommendation to the extent, and only to the extent and on the conditions, specified in Section 5.2(b). --------------

Appears in 1 contract

Samples: Agreement and Plan of Merger (Parker Hannifin Corp)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the subject to Section 6.5(b) hereof (i) its Board of Directors, Directors at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are advisable and fair to and in the best interests of the shareholders holders of the Company; and Shares, (ivB) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including each of the Offer and therebythe Merger, and (C) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Purchaser thereunder and adopt this Agreement; and (ii) Goldxxx, Xxchx & Xo. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. (the "X.X. XxxxxxFinancial Advisor") as financial advisor to the Special Committee, has delivered to the Special Committee and the Board of Directors a of the Company its written opinionopinion (or oral opinion to be confirmed in writing), dated as of February 25the date hereof, 2000, to the effect that the Per Share Amount consideration to be received by the shareholders holders of shares of Company Common Stock (other than Parent, Purchaser and the Contributing Shareholders) members of the Company Smitx Xxxily Group) pursuant to each of the Offer and the Merger is fair to such shareholders holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit, subject to prior review and consent by such Financial Advisor, the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.2(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Reh Mergersub Inc)

Company Action. (a) The Company Urban hereby approves of and consents to the Offer and represents and warrants that (i) the Urban Special Committee, at a meeting duly called and held on September 25, 2000, (A) determined that this Agreement, the Offer, the Merger and the other transactions contemplated hereby, taken together, are fair to, and advisable and in the best interests of Urban and its stockholders (other than holders of Unit Voting Stock) and (B) voted to recommend to the Urban Board of Directors that the Urban Board of Directors approve this Agreement, the Offer, the Merger and the other transactions contemplated hereby, subject to the terms and conditions set forth in this Agreement; and (ii) the Urban Board of Directors, at a meeting duly called and held on February September 25, 2000, at which all (A) approved the Amendment in its capacity as general partner of the Directors were present, Urban LP and acting on submitted it to the unanimous recommendation of the Special Committee, duly and unanimously: LP Unitholders; (iB) approved and adopted determined that this Agreement, the Subscription Agreement Offer, the Merger, and the Voting Agreement and the other transactions contemplated hereby hereby, taken together, are fair to, advisable and thereby, including in the Offer best interests of Urban and the Mergerits stockholders; (iiC) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant voted to the Offer and (1) approve this Agreement and (2) recommend acceptance and approval by the holders of Urban Common Stock of this Agreement, the Offer, the Merger and the other transactions contemplated hereby, including the Merger; (iiiD) determined that this took all other action necessary to render the dilution provisions of the Urban Rights Agreement and the transactions contemplated hereby, including inapplicable to the Offer and the Merger, are fair without any payment to and in the best interests holders of the shareholders of the CompanyRights; and (ivE) took all action necessary subject to render the limitations on business combinations contained in Part 2 of Article 11 accuracy of the Georgia Code inapplicable to this Agreement, the Subscription Agreement representation and warranty in SECTION 4.2(h) and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect that the Per Share Amount to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) performance of the Company pursuant to the Offer and the Merger is fair to such shareholders from a financial point of view.covenants in SECTIONS

Appears in 1 contract

Samples: Execution Copy (Rodamco North America N V)

Company Action. (a) The Company hereby approves of and -------------- consents to the Offer and represents and warrants to Parent and Merger Sub that (i) the Board of DirectorsBoard, at a meeting duly called and held on February 25May 13, 20002001, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger (the Offer and the Merger, collectively, the "Transactions"), are fair to to, and in the best interests of, ------------ the holders of the shareholders of the Company; Shares, (B) approved, adopted and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to declared advisable this Agreement, the Subscription Agreement and the Voting Transactions (such approval and adoption having been made in accordance with the DGCL, including, without limitation, Section 203 thereof assuming that neither Parent nor Merger Sub are Interested Stockholders (as such term is defined in Section 203 of the DGCL with respect to the Transactions)) and (C) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer, and approve and adopt this Agreement and the transactions contemplated hereby Transactions, and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. (ii) Credit Suisse First Boston Corporation ("X.X. XxxxxxCSFB") as financial advisor to the Special Committee, ---- has delivered to the Special Committee and Board its opinion that, as of the Board date of Directors a written such opinion, dated as of February 25, 2000, to the effect that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to each of the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of viewview (the "Fairness Opinion"), subject to the assumptions and qualifications ---------------- contained in such opinion. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and neither the Board nor the Company shall withdraw or modify such recommendation in any manner adverse to Merger Sub or Parent except as and to the extent expressly provided in Section 7.4(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Island Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the its Board of Directors, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company; 's shareholders, (ii) unanimously approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including the Offer and therebythe Merger, in accordance with the requirements of Arkansas Law, and (iii) subject to Section 7.03(b), unanimously resolved to (x) recommend acceptance of the Offer to those shareholders of the Company who desire to receive cash for their Shares and (y) following the acceptance for payment of the Shares pursuant to the Offer, recommend the approval and adoption of this Agreement and the Merger by its shareholders. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. Credit Suisse First Boston (formerly Donaldson, Lufkin & Jenrette Securitxxx Xxxxxration) ("X.X. XxxxxxCXXX") as financial advisor to the Special Committee, xxs delivered to the Special Committee and the Company's Board of Directors a its written opinion, dated as of February 25, 2000, to the effect opinion that the Per Share Amount Consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company pursuant to the Offer and the Merger Shares is fair to such shareholders the holders of Shares from a financial point of view. The Company has been advised that all of its directors who own Shares intend either to tender their Shares pursuant to the Offer or to vote in favor of the Merger. The Company will promptly furnish Parent with a list of its record shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to Parent such additional information (including updated lists of record shareholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Freightways Corp)

Company Action. (a) The Company hereby approves of and consents to the Offer Arrangement and represents and warrants that the Board of DirectorsCompany Board, at a meeting duly called and held on February 25held, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, Arrangement are fair to and in the best interests of the shareholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Agreement, the Subscription Agreement Company and the Voting Company Securityholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby hereby, including the Arrangement, and thereby(iii) resolved to recommend acceptance of the Arrangement and, as applicable, adoption of this Agreement by the Company Securityholders (the "Recommendation") and will use its best efforts to obtain the necessary vote in favor of the Arrangement by the Company Securityholders. The Company further represents and warrants that X.X. Xxxxxx Securities the Company Board has received the opinion of Wellington West Capital Markets Inc. (the "X.X. XxxxxxCompany Financial Advisor") as financial advisor to the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect that that, as of the Per Share Amount date of this Agreement, the Cash Consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Aggregate Outstanding Company pursuant to Stock in the Offer and the Merger Arrangement is fair to such shareholders fair, from a financial point of view, to such holders, and a copy of the written opinion of the Company Financial Advisor, promptly upon receipt thereof, will be delivered to Parent. The Company hereby consents to the inclusion in the Circular of the Recommendation and the Company shall not withdraw, qualify, modify or amend the Recommendation in any manner adverse to Parent or Purchaser except as and only to the extent permitted by Section 6.02. The Company has been advised by its directors and officers that they intend to vote all shares of Company Common Stock beneficially owned by them in favor of the Arrangement.

Appears in 1 contract

Samples: Arrangement Agreement (L-1 Identity Solutions, Inc.)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsCompany Board, at a meeting duly called and held on February 25held, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company; Company and its stockholders, (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved and declared advisable this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including the Offer and therebythe Merger, in accordance with the DGCL, and (iii) resolved to recommend acceptance of the Offer and, as applicable, adoption of this Agreement by the Company's stockholders (the "Recommendation"); provided, however, that the Company Board may withdraw, qualify, modify or amend the Recommendation as and only to the extent permitted by Section 8.04. The Company further represents that the Company Board has received the opinion of each of Salomon Smith Barney Inc. and warrants that X.X. Xxxxxx Securities Inc. Credit Suisse First Boston Xxxxxxxxxxx (txx "X.X. XxxxxxXxvisors") as financial advisor to the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect that that, as of the Per Share Amount date of this Agreement, the consideration to be received by the shareholders holders of Company Common Stock (other than Parent, Purchaser the Stockholders and the Contributing Shareholderstheir respective affiliates) of the Company pursuant to in the Offer and the Merger is is, taken together, fair to such shareholders from a financial point of viewview to such holders, and a copy of such opinions, promptly upon receipt thereof, will be delivered to Parent. The Company hereby consents to the inclusion in the Offer Documents of the Recommendation of the Company Board and the Company shall not withdraw, qualify, modify or amend the Recommendation in any manner adverse to Parent or Merger Sub except as and only to the extent permitted by Section 8.04(d). The Company has been advised by its directors and officers that they intend to tender all shares of Company Common Stock beneficially owned by them into the Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unilab Corp /De/)

Company Action. (a) The Company hereby approves of and -------------- consents to the Offer and represents and warrants that (i) the Board of DirectorsBoard, at a meeting duly called and held on February 25December 6, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, and the transactions contemplated by the Stockholder Agreements (collectively, the "Transactions"), are fair to to, and in the best interests of, ------------ the holders of the shareholders of the Company; Shares, (B) approved, adopted and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to declared advisable this Agreement, the Subscription Agreement and the Voting Transactions (such approval and adoption having been made in accordance with Delaware Law, including, without limitation, Section 203 thereof) and (C) resolved to recommend that the holders of Shares accept the Offer and tender Shares pursuant to the Offer, and, if required under Delaware Law, approve and adopt this Agreement and the transactions contemplated hereby Transactions and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. (ii) Broadview International LLC ("X.X. XxxxxxBroadview") as financial advisor to the Special Committee, has delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect opinion --------- that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to each of the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of viewview (the "Fairness Opinion"). The Company hereby consents to the ---------------- inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05(b). The Company has been advised by its directors and --------------- executive officers that they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer and, if applicable, to sell such Shares to the Purchaser pursuant to their respective Stockholder Agreement, or to vote such Shares in favor of the approval and adoption by the stockholders of the Company of this Agreement and the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blackbird Acquisition Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on February 25November 13, 20002001, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and therebyhereby, including the Offer Offer, the Merger and Parent's acquisition of Shares pursuant to the MergerStockholders Agreement; (ii) recommended that the shareholders stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders stockholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 Section 203 of the Georgia Delaware Code inapplicable to this Agreement, the Subscription Agreement and the Voting Stockholders Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. Alliant Partners ("X.X. XxxxxxAlliant") ), as financial advisor to the Special CommitteeBoard of Directors, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25November 13, 20002001, to the effect that the Per Share Amount to be received by the shareholders stockholders (other than Parent, Purchaser Parent and the Contributing ShareholdersPurchaser) of the Company pursuant to the Offer and the Merger is fair to such shareholders stockholders from a financial point of view.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Information Holdings Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsCompany Board, at a meeting duly called and held on February 25held, 2000has, at which all of subject to the Directors were presentterms and conditions set forth herein, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to to, and in the best interests of of, the shareholders of the Company; and , (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including the Offer and therebythe Merger, in all respects and that such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Section 1201 of the California General Corporation Law (the "CGCL"), and similar provisions of any other similar state statutes that might be deemed applicable to the transactions contemplated hereby, and (iii) resolved to recommend that the shareholders of the Company accept the Offer, tender their shares of Company Common Stock thereunder to Acquisition and approve and adopt this Agreement and the Merger; provided, however, that such recommendation may be withdrawn, modified or amended to the extent that the Company Board by a majority vote determines in its good faith judgment, based on the advice of counsel, that it is required to do so in the exercise of its fiduciary duties under the CGCL. The Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company further represents and warrants that X.X. Xxxxxxxxx, Xxxxxx Securities Inc. & Xxxxxxxx (the "X.X. XxxxxxFinancial Adviser") as financial advisor to the Special Committee, has delivered to the Special Committee and the Company Board of Directors a its written opinion, dated as of February 25the date hereof, 2000, to the effect that the Per Share Amount cash consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to the Offer and the Merger is fair to such shareholders from shareholders. The Company has been authorized by the Financial Adviser to permit, subject to the prior review and consent by the Financial Adviser (such consent not to be unreasonably withheld), the inclusion of the fairness opinion (or a financial point of viewreference thereto) in the Schedule 14D-9 and, if required, the Schedule 13E-3 (each, as defined in Section 1.2(b)).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fountain View Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Company Board of Directors, at a meeting duly called and held on February 25June 13, 2000, at which all of the Directors were present, unanimously and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including the Offer and therebythe Merger (such approval being sufficient to render each of (y) Section 203 of Delaware Law and (z) Article Ninth of the Company's Certificate of Incorporation inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger; (ii) ), recommended that the shareholders stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) , and determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders stockholders of the Company; Company and (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this AgreementJ.P. Xxxxxx & Xo., Incorporated, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as Company's financial advisor advisor, has rendered to the Special Committee, delivered to the Special Committee and the Company Board of Directors a its written opinion, dated as of February 25, 2000, to the effect opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser holders of Shares and the Contributing Shareholders) Options of the Company pursuant to the Offer and the Merger is fair to such shareholders holders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation referred to in this SECTION 1.2, provided, however, that the Board of Directors may withdraw or modify such recommendation to the extent, and only to the extent and on the conditions, specified in SECTION 5.2(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wynns International Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) each of the Board of Directors, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, at meetings duly and unanimously: called, has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the MergerMerger (collectively, the "TRANSACTIONS"), are fair to to, and in the best interests of of, the shareholders of Public Holders (B) approved, adopted and declared advisable this Agreement and the Company; Transactions (such approval and adoption having been made in accordance with Delaware Law, including Section 203 thereof) and (ivC) took all action necessary resolved to render recommend that the limitations on business combinations contained in Part 2 of Article 11 of Public Holders accept the Georgia Code inapplicable Offer and tender Shares pursuant to the Offer, and, if applicable, adopt this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. (ii) Lazard Freres & Co. LLC ("X.X. XxxxxxLAZARD") as ), the financial advisor to the Special Committee, has delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company Public Holders pursuant to the Offer and the Merger is fair to such shareholders the Public Holders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the written opinion of Lazard and the recommendations of the Board and the Special Committee described in the immediately preceding sentence, and the Special Committee shall not withdraw or modify such recommendations in any manner adverse to Purchaser or Parent; PROVIDED, HOWEVER, that such recommendations may be withdrawn or modified to the extent that the Special Committee determines in good faith, after consultation with outside counsel, that such withdrawal or modification is required to satisfy the Special Committee's fiduciary duties under applicable law. The Company has been advised by its directors and executive officers that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Credit Suisse Group /Fi)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on February 25held, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and has unanimously: (i) approved and adopted this Agreementdetermined that the terms of the Offer, the Subscription Agreement Merger and the Voting Agreement and the other transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that by this Agreement are advisable to the shareholders of the Company accept and fair to and in the Offerbest interests of the Company and its shareholders, tender their Shares pursuant to the Offer (ii) approved and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are (iii) approved and adopted any actions necessary to render the Rights issued pursuant to the Rights Agreement inapplicable to the execution of this Agreement, the commencement or consummation of the Offer and the Merger, the exercise of the Top-Up Option, or any of the other transactions contemplated hereby, (iv) subject to Section 6.3 hereof, resolved to recommend that the shareholders of the Company accept the Offer and tender their Shares to Merger Sub thereunder and, if required to consummate the Merger under the MBCA, approve this Agreement and the Merger (the “Company Recommendation”), (v) rendered inapplicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement the provisions of Chapters 110C, 110D and 110F of the MGL, (vi) after receiving a fairness opinion from an investment banking firm selected by the Board of Directors, determined that the Offer is (A) at a price that is fair to shareholders (taking into account all factors which members of the Board of Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and (B) otherwise in the best interests of the Company and its shareholders of the Company; and (ivvii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants elected that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect that the Per Share Amount to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to the Offer and the Merger is Merger, to the extent of the Board of Directors’ power and authority and to the extent permitted by Law, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws (collectively, “Takeover Laws”) of any jurisdiction that may purport to such shareholders from a financial point be applicable to the Offer, the Merger, this Agreement or the transactions contemplated hereby. The Company hereby consents to the inclusion in the Offer Documents of viewthe Company Recommendation, and the Company shall not permit any Change of Recommendation, except as specifically provided in Section 6.3 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boston Communications Group Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors, at a meeting or meetings duly called and held on February 25, 2000prior to the date hereof, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimouslyduly: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and therebyhereby, including the Offer and the Merger; (ii) recommended that the shareholders stockholders of the Company accept the Offer, tender their Company Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders stockholders of the Company; and (iv) irrevocably took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 Section 203 of the Georgia Code DGCL inapplicable to Parent and Purchaser and to this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and therebyhereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx"x) as Bear, Xxxxxxx & Co. Inc., the Company’s independent financial advisor to (the Special Committee“Company Financial Advisor”), has delivered to the Special Committee and the Board of Directors the Fairness Opinion (as defined in Section 4.20) and (y) a written opinion, dated as true and correct copy of February 25, 2000, such opinion has been delivered to the effect Parent and Purchaser. The Company acknowledges that the Per Share Amount to be received by the shareholders (other than Parent, Purchaser Voting and the Contributing Shareholders) of the Company pursuant to the Offer Tender Agreement is being executed and the Merger is fair to such shareholders from a financial point of viewdelivered simultaneously herewith.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Invitrogen Corp)

Company Action. (a) The Company hereby approves of and consents to the Offer and the Notes Tender Offers and represents and warrants that the Company Board of Directors, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and are fair to and in the best interests of the shareholders interest of the Company; 's stockholders, (ii) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, including the Subscription Offer, the Merger, the Stock Option Agreement and the Voting Stockholders Agreement and the transactions contemplated hereby and thereby, which approval constitutes approval under Section 203 of the DGCL such that the Offer, the Merger, this Agreement, the Stock Option Agreement and the Stockholders Agreement and the other transactions contemplated hereby and thereby are not and shall not be subject to any restriction of Section 203 of the DGCL, and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Subsidiary thereunder and approve and adopt this Agreement and the Merger (the recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the "Recommendations"). The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor Deutsche Banc Alex. Broxx xxd Rotxxxxxxx Xxc. have rendered to the Special Committee, delivered to the Special Committee and the Company Board of Directors a written opinion, dated as of February 25, 2000, to the effect their opinions that the Per Share Amount consideration to be 7 16 received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company Company's stockholders pursuant to the Offer and the Merger this Agreement is fair to such shareholders stockholders from a financial point of view. The Company has been advised that all of its directors and executive officers presently intend to tender their Shares pursuant to the Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Temple Inland Inc)

Company Action. (a) The Company hereby approves of and consents to the Tender Offer and represents and warrants that the its Board of Directors, at a meeting duly called and held on February 25, 2000, at which all of Directors (the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: "Board") has (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, by this Agreement are fair to and in the best interests of the shareholders of the Company; Company and its stockholders, (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to approved this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to by it, including the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect that the Per Share Amount to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to the Tender Offer and the Merger (described in Article 2), and declared that this Agreement is fair advisable, and (iii) resolved to such shareholders from recommend that the Company's stockholders tender their shares in response to the Tender Offer, and approve and adopt this Agreement and approve the Merger. The Company has been advised by each of its directors and executive officers that he or she intends to tender and sell all his or her shares of Common Stock in response to the Tender Offer, except that directors and executive officers whose sales of their shares in response to the Tender Offer might result in liability under Section 16(b) of the Exchange Act have stated that if they do not tender and sell their shares in response to the Tender Offer, they will vote their shares in favor of approval of the Merger. Notwithstanding anything contained in this subparagraph (a) or elsewhere in this Agreement, if the Board, after consultation with its counsel about the Board's fiduciary obligations, determines in good faith to withdraw, modify or amend the recommendation, because the failure to do so could reasonably be expected to violate the directors' fiduciary duties under applicable law, that withdrawal, modification or amendment will not constitute a financial point breach of viewthis Agreement.

Appears in 1 contract

Samples: Plan and Agreement of Merger (Fortress Group Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsDirectors of the Company (the "Company Board"), at ------------- a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committeeheld, duly and unanimously: (i) approved and adopted resolutions approving this Agreement, the Subscription Agreement and Company Option Agreement, the Voting Agreement and the transactions contemplated hereby and therebyStockholders Agreement, including the Offer and the Merger; (ii) recommended , determining, as of the date of such resolutions, that the shareholders terms of the Company Offer and the Merger are fair to, and in the best interests of, the Company's stockholders, recommending that the Company's stockholders accept the Offer, tender their Shares shares pursuant to the Offer and approve this Agreement (if required), and approving the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including acquisition of shares of Company Common Stock by Merger Sub pursuant to the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to other transactions contemplated by this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further hereby consents to the inclusion in the Offer Documents, the Schedule 14D-9 and the Proxy Statement (if any) of such recommendation of the Company Board. The Company hereby represents and warrants that X.X. Xxxxxx Securities Inc. the Company Board has received the written opinion (the "X.X. XxxxxxFairness Opinion") as financial advisor to of Broadview Associates ---------------- LLC (the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect "Financial Advisor") that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) ----------------- holders of the Company Common Stock pursuant to the Offer and the Merger is fair to such shareholders holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit the inclusion of the Fairness Opinion in the Offer Documents, the Schedule 14D-9 and the Proxy Statement (if any). The Company has been advised by each of its directors and executive officers that each such person currently intends to tender all shares of Company Common Stock owned by such person pursuant to the Offer.

Appears in 1 contract

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

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board of DirectorsBoard, at a meeting duly called and held on February 25August 12, 20001998, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated herebyTransactions, including the Offer and the Merger, are fair to and in the best interests of the shareholders holders of the Company; Shares, (B) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, the Subscription Agreement and the Voting Transactions (such approval and adoption having been made in accordance with the provisions of -Section- 203 of Delaware Law) and (C) recommended that the stockholders of the Company accept the Offer and approve and adopt this Agreement and the transactions contemplated hereby Transactions, and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. (ii) Credit Suisse First Boston ("X.X. XxxxxxCSFB") as financial advisor to the Special Committee, has delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect an opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to the Offer and the Merger is fair to such shareholders from a financial point of viewview to the holders of Shares, a copy of the written opinion of which shall be delivered to Purchaser promptly after the date hereof. CSFB has agreed to permit the inclusion of its fairness opinion or references thereto in the Offer Documents (subject to CSFB's review and reasonable approval of the description of such fairness opinion). Subject to the fiduciary duties of the Board under applicable law as determined by the Board in good faith after receiving advice from independent counsel, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. The Company has been advised by each of its directors and executive officers that they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer or to vote such Shares in favor of the approval and adoption by the stockholders of the Company of this Agreement and the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wellman North America Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the its Board of Directors, at a meeting duly called and held on February 25held, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the MergerMerger (defined below in Section 2.1), are fair to and in the best interests of the shareholders interest of the Company; and 's stockholders, (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to unanimously approved this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including the Offer and therebythe Merger, which approval satisfies in full the requirements of Section 203 of the General Corporation Law of the State of Delaware (the "Delaware Law"), and (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, Lazard Freres & Co. LLC has delivered to the Special Committee and the Company's Board of Directors a written opinion, dated as of February 25, 2000, to the effect its opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to paid in the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of view. The Company has been advised that all of its directors and executive officers presently intend either to tender their Shares pursuant to the Offer or to vote in favor of the Merger. The Company will promptly furnish Parent and Merger Subsidiary with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case as of the most recent practicable date, and will provide to Parent and Merger Subsidiary such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or Merger Subsidiary may reasonably request in connection with the Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cheyenne Software Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board of DirectorsBoard, at a meeting duly called and held on February 25August 12, 20001998, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated herebyTransactions, 11 4 including the Offer and the Merger, are fair to and in the best interests of the shareholders holders of the Company; Shares, (B) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, the Subscription Agreement and the Voting Transactions (such approval and adoption having been made in accordance with the provisions of Section 203 of Delaware Law) and (C) recommended that the stockholders of the Company accept the Offer and approve and adopt this Agreement and the transactions contemplated hereby Transactions, and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. (ii) Credit Suisse First Boston ("X.X. XxxxxxCSFB") as financial advisor to the Special Committee, has delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect an opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to the Offer and the Merger is fair to such shareholders from a financial point of viewview to the holders of Shares, a copy of the written opinion of which shall be delivered to Purchaser promptly after the date hereof. CSFB has agreed to permit the inclusion of its fairness opinion or references thereto in the Offer Documents (subject to CSFB's review and reasonable approval of the description of such fairness opinion). Subject to the fiduciary duties of the Board under applicable law as determined by the Board in good faith after receiving advice from independent counsel, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. The Company has been advised by each of its directors and executive officers that they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer or to vote such Shares in favor of the approval and adoption by the stockholders of the Company of this Agreement and the Transactions.

Appears in 1 contract

Samples: 8 Agreement and Plan of Merger (Environmental Systems Products Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and the Merger and represents and warrants that the (i) its Board of Directors, Directors (at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on held) has by the unanimous recommendation vote of the Special Committee, duly and unanimously: all directors present (iA) approved and adopted determined that each of this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that Merger are fair to and in the shareholders best interests of the Company accept the OfferCompany's stockholders, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiB) determined that approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company; and (iv) took all action necessary such approval is sufficient to render the limitations restrictions on "business combinations contained combinations" (as defined in Part 2 of Article 11 Section 203 of the Georgia Code DGCL) set forth in Section 203 of the DGCL inapplicable to this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including the Offer and thereby. The Company further represents the Merger, and warrants (C) declared the advisability of this Agreement and resolved to recommend acceptance of the Offer and adoption of this Agreement by the holders of Shares; PROVIDED, HOWEVER, that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor prior to the Special Committeeconsummation of the Offer, delivered to the Special Committee and the Board of Directors of the Company may modify, withdraw or change such recommendation to the extent that a majority of the entire Board of Directors concludes in good faith, based on (among other things) the advice of outside counsel, that failure to modify or withdraw its recommendation would constitute a breach of the Board's fiduciary duties under applicable law, and (ii) Credit Suisse First Boston Corporation (the "Financial Advisor") has delivered to the Board of Directors of the Company its written opinion, opinion dated as of February 25May 11, 2000, to the effect that that, based upon and subject to the Per Share Amount matters set forth therein and as of the date thereof, the Offer Consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to the Offer and the Merger is fair to such shareholders holders (other than Parent and its affiliates), from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.3(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ingersoll Rand Co)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors, (i) at a meeting duly called and held on February 25December 11, 20001997, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: Committee has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including the Offer Merger, are fair to and in the best interests of the Public Stockholders, (B) approved and authorized this Agreement, the Merger and the transactions contemplated hereby, and (C) recommended that the stockholders of the Company approve and adopt this Agreement and the Merger which recommendation, as of the date hereof, has not been withdrawn or modified in a manner adverse to Parent or Merger Sub and the Special Committee has not resolved to withdraw or modify adversely such recommendation, (ii) at a meeting duly called and held on December 11, 1997, the Company Board has by unanimous vote of all directors present and voting and based in part upon the approval and recommendation of the Special Committee set forth in the preceding clause (i) (A) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the shareholders of the Company; Public Stockholders, (B) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to authorized this Agreement, the Subscription Agreement and the Voting Agreement Merger and the transactions contemplated hereby hereby, and thereby. The (C) recommended that the stockholders of the Company further represents approve and warrants that X.X. Xxxxxx Securities Inc. adopt this Agreement and the Merger, and ("X.X. Xxxxxx"iii) as financial advisor to the Special Committee, Independent Advisor has delivered to the Special Committee and to the Company Board of Directors a its written opinionopinion that, dated as of February 25the date of such opinion and based on the assumptions, 2000qualifications and limitations contained therein, to the effect that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to the Offer and Public Stockholders in the Merger is fair to such shareholders holders from a financial point of view. A copy of such opinion has been provided to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sybron Chemicals Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board of Directors, at a meeting duly called and held on February 25August 28, 2000, at which all of the Directors were present, unanimously (with one Board member absent) and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (ix) approved and adopted this Agreement, the Subscription Agreement and approved the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger (such adoption and approval being sufficient to render Section 203 of the DGCL inapplicable to this Agreement and the Voting Agreement and the transactions contemplated hereby, including the Offer and the Merger; , assuming that Parent and Purchaser are not "interested stockholders," as such term is defined in Section 203 of the DGCL (iian "interested stockholder"), immediately prior to the execution of this Agreement and the Voting Agreement by Parent and Purchaser), (y) recommended that the shareholders of the Company Stockholders accept the Offer, tender their Shares pursuant to the Offer and adopt and approve this Agreement and the transactions contemplated hereby, including the Merger; , and (iiiz) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders of Stockholders and (ii) Xxxxxxx, Xxxxx & Co., the Company; and (iv) took all action necessary 's financial advisor, has rendered to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, its opinion to the effect that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to the Offer and the Merger is fair to such shareholders holders from a financial point of view.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bordeaux Acquisition Corp)

Company Action. (a) The Company hereby approves of and consents to the Offer and the Notes Tender Offers and represents and warrants that the Board of DirectorsCompany Board, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on following the unanimous recommendation of the Independent Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders Committee of the Company accept Board established to review the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; has unanimously (iiii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and are fair to and in the best interests of the shareholders interest of the Company; 's stockholders, (ii) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, including the Subscription Offer, the Merger, the Stock Option Agreement and the Voting Stock holders Agreement and the transactions contemplated hereby and thereby, which approval constitutes approval under Section 203 of the DGCL such that the Offer, the Merger, this Agreement, the Stock Option Agreement and the Stockholders Agreement and the other transactions contemplated hereby and thereby are not and shall not be subject to any restriction of Section 203 of the DGCL, and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Subsidiary thereunder and approve and adopt this Agreement and the Merger (the recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the "Recommendations"). The Company further represents that Deutsche Banc Alex. Xxxxx and warrants that X.X. Xxxxxx Securities Xxxxxxxxxx Inc. ("X.X. Xxxxxx") as financial advisor have rendered to the Special Committee, delivered to the Special Committee and the Company Board of Directors a written opinion, dated as of February 25, 2000, to the effect their opinions that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company Company's stockholders pursuant to the Offer and the Merger this Agreement is fair to such shareholders stockholders from a financial point of view. The Company has been advised that all of its directors and executive officers presently intend to tender their Shares pursuant to the Offer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Temple Inland Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board of DirectorsBoard, at a meeting duly called and held on February 25June 4, 20001997, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are fair to and in the best interests of the shareholders holders of the Company; Shares, (B) approved and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The (C) recommended that the stockholders of Company further represents accept the Offer and warrants that X.X. approve and adopt this Agreement and the transactions contemplated hereby, and (ii) Friedman, Billings, Xxxxxx Securities & Co. Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, has delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect its opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to each of the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of view, subject to the assumptions and qualifications contained in such opinion, and which shall be confirmed promptly in writing. Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. Assuming that neither Parent nor Purchaser are Interested Stockholders (as such term is defined in Section 203 of the GCL) immediately prior to the Board taking the action described in this Section 1.2, the approval set forth in clause (a)(i) shall, among other things, satisfy the restrictions on business combinations contained in Section 203 of the GCL with respect to the transactions contemplated hereby. Company has been advised by each of its directors and executive officers that they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer or to vote such Shares in favor of the approval and adoption by the stockholders of Company of this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digex Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsDirectors of the Company (the "Board"), at a meeting duly called and held on February 25held, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously adopted resolutions (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined determining that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to to, and in the best interests of of, the shareholders of the Company; , (ii) approving and adopting this Agreement and the transactions contemplated hereby, including the Offer, the Merger (iv) took all action necessary to render as defined in Section 2.01), and the limitations on business combinations contained in Part 2 Shareholders Tender Agreements of Article 11 even date between the Purchaser and each of the Georgia Code inapplicable to Directors of the Company (the "Shareholder Tender Agreements") and the transactions contemplated thereby, in all respects and that such approval constitutes approval of the Offer, this Agreement, the Subscription Agreement Merger and the Voting Agreement Shareholder Tender Agreements, and the transactions contemplated hereby and thereby. The Company further represents , for purposes of Sections 902 and warrants that X.X. Xxxxxx Securities Inc. 912 of the New York Business Corporation Law (the "X.X. XxxxxxBCL") as financial advisor and similar provisions of any other similar state statutes that might be deemed applicable to the Special Committeetransactions contemplated hereby, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect (iii) recommending that the Per Share Amount to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant accept the Offer, tender their Shares thereunder to the Offer Purchaser and approve and adopt this Agreement and the Merger Merger; provided, however, that such recommendation may be withdrawn, modified or amended to the extent that the Board, by a majority vote, determines in its good faith judgment, based as to legal matters on the written opinion of legal counsel, that the Board is fair required to do so for the proper discharge of its fiduciary duties. The foregoing shall 11 - 7 - constitute a good faith proposal of the Parent (and the Purchaser) to acquire the Shares, and acceptance and approval of such shareholders from a financial point proposal by the Board, in accordance with Section 912 of viewthe BCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Diebold Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board of DirectorsBoard, at a meeting duly called and held on February 2521, 20002000 (the "February 21 Meeting"), at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously (iwith one director having recused himself) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iiiA) determined that this Agreement and the transactions contemplated hereby, including including, without limitation, each of the Offer and the MergerMerger (the "Transactions"), are fair to and in the best interests of the shareholders holders of Shares, (B) approved and adopted this Agreement and the Transactions, (C) resolved to recommend, subject to the conditions set forth herein, that the stockholders of the Company; Company accept the Offer and approve and adopt this Agreement and the Transactions and (ivD) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 Section 203 of the Georgia Code DGCL inapplicable to this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby. The Company further represents and warrants that X.X. hereby; (ii) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Inc. Corporation ("X.X. XxxxxxDLJ") as financial advisor to the Special Committee, has delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) holders of the Company Shares pursuant to each of the Offer and the Merger is fair to such shareholders holders from a financial point of view; and (iii) the Board, at the February 21 Meeting, determined upon receipt of the opinion referred to in clause (ii) of this sentence that the terms of the Offer (including the Per Share Amount) are fair to, and in the best interests of, the Company and the holders of Shares. The Company has been authorized by DLJ, subject to prior review by such financial advisor, to include such fairness opinion (or references thereto) in the Offer Documents and in the Schedule 14D-9 (as defined in paragraph (b) of this Section 2.2), the Proxy Statement and the Section 14(c) Information Statement (as defined in Section 4.7). Subject to the fiduciary duties of the Board under applicable law after taking into account the advice of the Company's outside legal counsel, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described above. The Company has been advised by each of its directors and executive officers that they intend either to tender all Shares beneficially owned by them to Merger Sub pursuant to the Offer or to vote such Shares in favor of the approval and adoption by the stockholders of the Company of this Agreement and the Transactions; provided, however, that such directors and executive officers shall have no obligation under this Agreement to so tender or vote their Shares if this Agreement is terminated.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ascent Entertainment Group Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the its Board of Directors, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of a special committee of the Board of Directors of the Company comprised entirely of non-management independent directors (the "Special Committee"), duly and unanimously: has (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the MergerMerger (as defined in Section 2.01), are fair to and in the best interests of the shareholders interest of the Company; and 's stockholders, (ivii) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to unanimously approved this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby hereby, including the Offer and therebythe Merger, which approval satisfies in full the requirements of the General Corporation Law of the State of Delaware (the "Delaware Law") (including Section 203 thereof) and the Certificate of Incorporation of the Company with respect to the requisite approval of a board of directors, and (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders; provided however, that such recommendation may be withdrawn, modified or amended to the extent the Board of Directors of the Company shall have concluded in good faith on the basis of written advice from outside counsel that such action by the Board of Directors is required in order to comply with the fiduciary duties of the Board of Directors to the stockholders of the Company under applicable law. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, Warburg Dillon Read has delivered to the Special Committee and the Company's Board of Directors a written opinion, dated as of February 25, 2000, to the effect its opinion that the Per Share Amount consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to paid in the Offer and the Merger is fair to such shareholders the holders of Shares from a financial point of view. The Company has been advised that all of its directors and executive officers who own Shares intend either to tender their Shares pursuant to the Offer or to vote in favor of the Merger, unless its recommendation shall have been withdrawn or materially modified as permitted by Section 6.04(a). The Company will promptly furnish Buyer with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to Buyer such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Buyer may reasonably request in order to be able to communicate the Offer to the holders of the Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Decrane Acquisition Co)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsDirectors of the Company (the "Board"), at a meeting duly called and held on February 25held, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: has unanimously adopted resolutions (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined determining that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to to, and in the best interests of of, the shareholders of the Company; , (ii) approving and adopting this Agreement and the transactions contemplated hereby, including the Offer, the Merger (iv) took all action necessary to render as defined in Section 2.01), and the limitations on business combinations contained in Part 2 Shareholders Tender Agreements of Article 11 even date between the Purchaser and each of the Georgia Code inapplicable to Directors of the Company (the "Shareholder Tender Agreements") and the transactions contemplated thereby, in all respects and that such approval constitutes approval of the Offer, this Agreement, the Subscription Agreement Merger and the Voting Agreement Shareholder Tender Agreements, and the transactions contemplated hereby and thereby. The Company further represents , for purposes of Sections 902 and warrants that X.X. Xxxxxx Securities Inc. 912 of the New York Business Corporation Law (the "X.X. XxxxxxBCL") as financial advisor and similar provisions of any other similar state statutes that might be deemed applicable to the Special Committeetransactions contemplated hereby, delivered to the Special Committee and the Board of Directors a written opinion, dated as of February 25, 2000, to the effect (iii) recommending that the Per Share Amount to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant accept the Offer, tender their Shares thereunder to the Offer Purchaser and approve and adopt this Agreement and the Merger Merger; provided, however, that such recommendation may be withdrawn, modified or amended to the extent that the Board, by a majority vote, determines in its good faith judgment, based as to legal matters on the written opinion of legal counsel, that the Board is fair required to do so for the proper discharge of its fiduciary duties. The foregoing shall constitute a good faith proposal of the Parent (and the Purchaser) to acquire the Shares, and acceptance and approval of such shareholders from a financial point proposal by the Board, in accordance with Section 912 of viewthe BCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Griffin Technology Inc)

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsCompany Board, at a meeting duly called and held on February 25held, 2000has, at which all of subject to the Directors were presentterms and conditions set forth herein, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: unanimously (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to to, and in the best interests of of, the shareholders of the Company; , (ii) approved the execution and (iv) took all action necessary to render the limitations on business combinations contained in Part 2 delivery of Article 11 of the Georgia Code inapplicable to this Agreement, the Subscription Agreement and the Voting consummation of the transactions contemplated hereby, including, without limitation, the Offer and the Merger, in all respects, and that such approval constitutes approval of the Offer, this Agreement and the transactions contemplated hereby Merger for purposes of Section 203 of the Delaware General Corporation Law ("DGCL") and thereby(iii) resolved to recommend that the shareholders of the Company accept the Offer, tender their shares of Company Common Stock thereunder to Acquisition and approve and adopt this Agreement and the Merger. The Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. Xxxxxxxxx Xxxxxx & Co. ("X.X. XxxxxxBHC") as financial advisor to (the Special Committee, "Financial Advisor") has delivered to the Special Committee and the Company Board of Directors a its written opinionopinion dated April 7, dated as of February 251998, 2000, to the effect that the Per Share Amount cash consideration to be received by the shareholders (other than Parent, Purchaser and the Contributing Shareholders) of the Company pursuant to the Offer and the Merger is fair to such shareholders from a financial point of viewview to such shareholders. The Company has been authorized by the Financial Advisor to permit the inclusion of the fairness opinion (or a reference thereto) in the Offer Documents and the Schedule 14D-9 (as defined in Section 1.2(b)).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Huntsman Packaging Corp)

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