Common use of Company Action Clause in Contracts

Company Action. The Board of Directors of the Company (at a meeting duly called and held) has by the requisite vote of all directors present (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (b) approved the Merger in accordance with the applicable provisions of the Delaware Corporation Law and (c) recommended the approval of this Agreement and the Merger by the holders of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company Meeting.

Company Action. The Board board of Directors directors of the Company (at a meeting duly called and heldheld in accordance with the Company Constituent Documents) has by the requisite vote of all directors present (a) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) approved the Merger in accordance with the applicable provisions of the Delaware Corporation Law and (c) unanimously recommended the approval of this Agreement and the Merger by the holders stockholders of the Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by to the Company's stockholders at of the Company Meetingfor approval.

Company Action. The Board of Directors of the Company (Company, at a meeting duly called and held) , has by the requisite unanimous vote of all directors present directors: (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, ; (b) approved the Merger adopted this Agreement in accordance with the applicable provisions of the Delaware Corporation Law DGCL; and (c) recommended directed that this Agreement and the Merger be submitted to the Company Stockholders for their adoption and approval and resolved to recommend that Company Stockholders vote in favor of the adoption of this Agreement and the Merger by the holders approval of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company MeetingMerger.

Company Action. The Board of Directors of the Company (at a meeting duly called and held) has by the requisite vote of all its directors present (a) determined that the Merger is advisable and fair to and in the best interests of the Company and its stockholdersshareholders, (b) approved the Merger in accordance with the applicable provisions of Section 251 of the Delaware Corporation Law DGCL and (c) recommended resolved to recommend the approval of this Agreement and the Merger by the holders of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company Meeting.

Company Action. The Board of Directors of the Company has (at a meeting duly called and held) has by the requisite vote of all directors present (ai) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (bii) approved the Merger adopted this Agreement in accordance with the applicable provisions of the Delaware Corporation Law corporate laws of the State of Delaware, as applicable, and (ciii) recommended directed that this Agreement and the Merger be submitted to the stockholders for their adoption and approval and resolved to recommend that the stockholders vote in favor of the adoption of this Agreement and the Merger by the holders approval of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company MeetingMerger.

Company Action. The Board board of Directors directors of the Company (at a meeting duly called and heldheld or by written consent in accordance with the Company Constituent Documents) has by the requisite vote of all directors present (a) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its stockholdersthe Company Stockholders, has approved this Agreement and declared it advisable and (b) approved the Merger in accordance with the applicable provisions of the Delaware Corporation Law and (c) recommended the approval of this Agreement and the Merger by the holders stockholders of the Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at to the Company MeetingStockholders for approval.

Company Action. The Board of Directors of the Company (at a meeting duly called and held) has by the requisite vote of all directors present (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (b) approved the Merger in accordance with the applicable provisions of the Delaware Corporation Law Law, and (c) recommended the approval of this Agreement and the Merger by the holders of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company MeetingStock.

Company Action. The Board of Directors of the Company (Company, by unanimous written consent or at a meeting duly called and held) , has by the requisite vote of all directors present (ai) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholdersshareholders, (bii) approved the Merger and this Agreement in accordance with the applicable provisions of the Delaware Corporation Law CGCL, and (ciii) recommended directed that this Agreement and the Merger be submitted to the Company shareholders for their approval and resolved to recommend that the Company's shareholders vote favor of the approval of this Agreement and the Merger by the holders of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company MeetingMerger.

Company Action. The Board board of Directors directors of the Company (at a meeting duly called and heldheld or by written consent in accordance with the Company Constituent Documents) has by the requisite vote of all directors present (a) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) approved the Merger in accordance with the applicable provisions of the Delaware Corporation Law and (c) unanimously recommended the approval of this Agreement Agreement, the Company Charter Amendment and the Merger by the holders stockholders of the Company Common Stock and directed that this Agreement, the Company Charter Amendment and the Merger be submitted for consideration by to the Company's stockholders at of the Company Meetingfor approval.

Company Action. The Board of Directors of the Company (at a meeting duly called and heldheld at which a quorum was present) has by the requisite vote of all directors present (ai) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (bii) approved the Merger merger in accordance with the applicable provisions of Section 11.03 of the Delaware Corporation Law VBCA, and (ciii) recommended the approval of this Merger Agreement and the Merger by the holders stockholders of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company Meetingits stockholders.

Company Action. The Board board of Directors directors of the Company (at a meeting duly called and heldheld or by written consent in accordance with the Company Constituent Documents) has by the requisite vote of all directors present (a) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) approved the Merger in accordance with the applicable provisions of the Delaware Corporation Law and (c) unanimously recommended the approval of this Agreement and the Merger by the holders stockholders of the Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by to the Company's stockholders at of the Company Meetingfor approval.

Company Action. The Board of Directors of the Company (at a meeting duly called and held) has by the requisite vote of all directors present (a) determined that the Merger is Agreement and the Merger are advisable and fair and in the best interests of the Company and its stockholders, (b) approved the Merger Agreement in accordance with the applicable provisions of the Delaware Corporation Law and (c) recommended the approval of this Agreement and the Merger by the holders of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company Meeting.

Company Action. The Board of Directors of the Company (Company, by -------------- unanimous written consent or at a meeting duly called and held) , has by the requisite vote of all directors present (ai) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholdersshareholders, (bii) approved the Merger and this Agreement in accordance with the applicable provisions of the Delaware Corporation Law DGCL, and (ciii) recommended directed that this Agreement and the Merger be submitted to the Company shareholders for their approval and resolved to recommend that the Company's shareholders vote favor of the approval of this Agreement and the Merger by the holders of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company MeetingMerger.

Company Action. The Board board of Directors directors of the Company (at a meeting duly called and heldheld or by written consent in accordance with the Company Constituent Documents) has by the requisite vote of all directors present (a) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its stockholdersshareholders, and (b) approved the Merger in accordance with the applicable provisions of the Delaware Corporation Law and (c) unanimously recommended the approval of this Agreement and the Merger by the holders shareholders of the Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by to the Company's stockholders at shareholders of the Company Meetingfor approval.

Company Action. (A) The Board of Directors of the Company has (at a meeting duly called and heldi) has by the requisite vote of all directors present (a) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (bii) approved unanimously recommended the adoption and approval of the Merger in accordance with and this Agreement by the applicable provisions stockholders of the Delaware Corporation Law Company, and (ciii) recommended the approval of directed that this Agreement and the Merger by the holders of the Company Common Stock and directed that the Merger be submitted for consideration a vote by the Company's stockholders at the Company MeetingStockholders.

Company Action. The Board of Directors of the Company (at a meeting duly called and held) has by the requisite vote of all directors present (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholdersshareholders, (b) approved the Merger in accordance with the applicable provisions of Section 251 of the Delaware Corporation Law and DGCL, (c) recommended the approval of this Agreement and the Merger by the holders of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders shareholders at the Company Meeting.

Company Action. The Board of Directors of the Company (at Company, by unanimous -------------- written action in lieu of a meeting duly called and held) has by the requisite vote of all directors present (ai) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholdersshareholders, (bii) approved the Merger adopted this Agreement in accordance with the applicable provisions of the Delaware Utah Revised Business Corporation Law Act, and (ciii) recommended directed that this Agreement and the Merger be submitted to the shareholders of the Company for their adoption and approval and resolved to recommend that such shareholders vote in favor of the adoption of this Agreement and the Merger by the holders approval of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company MeetingMerger.

Company Action. The Board of Directors of the Company (at a meeting duly called and held) has by the requisite vote of all directors present (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (b) approved adopted the Merger and this Agreement in accordance with the applicable provisions of the Delaware New York Corporation Law and (c) recommended the approval adoption of this Agreement and the Merger by the holders of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company Meeting.

Company Action. The Board of Directors of the Company (Company, by -------------- unanimous written consent or at a meeting duly called and held) , has by the requisite vote of all directors present (ai) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholdersshareholders, (bii) approved the Merger and this Agreement in accordance with the applicable provisions of the Delaware Corporation Law CGCL, and (ciii) recommended directed that this Agreement and the Merger be submitted to the Company shareholders for their approval and resolved to recommend that the Company's shareholders vote favor of the approval of this Agreement and the Merger by the holders of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company MeetingMerger.

Company Action. (a) The Board of Directors of the Company (Company, at a meeting duly called and held) , has by the requisite unanimous vote of all directors present (ai) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (bii) approved the Merger adopted this Agreement in accordance with the applicable provisions of the Delaware Corporation Law Washington Act, and (ciii) recommended directed that this Agreement and the Merger be submitted to the Company Stockholders for their adoption and approval and resolved to recommend that Company Stockholders vote in favor of the adoption of this Agreement and the Merger by the holders approval of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company MeetingMerger.

Company Action. (a) The Board board of Directors directors of the Company (at a meeting duly called and heldheld in accordance with the Company Constituent Documents) has by the requisite vote of all directors present (ai) unanimously determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, ; (bii) approved unanimously recommended that the Merger in accordance with the applicable provisions stockholders of the Delaware Corporation Law Company adopt and (c) recommended the approval of approve this Agreement and the Merger by Escrow Agreement and the holders of the Company Common Stock transactions contemplated hereby; and (iii) directed that the Merger this Agreement be submitted for consideration a vote by written consent of the Company's stockholders at the Company Meetingstockholders.

Company Action. (a) The Board of Directors of the Company (at a meeting duly called and heldheld in accordance with the Company Constituent Documents) has by the requisite vote of all directors present unanimously (ai) determined that the Merger is advisable and fair and in the best interests of the Company Company, its shareholders and its stockholdersthe ESOP participants and beneficiaries, (b) approved the Merger in accordance with the applicable provisions of the Delaware Corporation Law and (cii) recommended the adoption and approval of the Merger, this Agreement and the Merger Escrow Agreement by the holders shareholders of the Company Common Stock and directed that this Agreement and the Merger Escrow Agreement be submitted for consideration by the Company's stockholders a vote at the Company Shareholders' Meeting.

Company Action. The Board of Directors of the Company (at a -------------- meeting duly called and heldheld at which a quorum was present) has by the requisite vote of all directors present (ai) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (bii) approved the Merger merger in accordance with the applicable provisions of Section 11.03 of the Delaware Corporation Law VBCA, and (ciii) recommended the approval of this Merger Agreement and the Merger by the holders stockholders of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company Meetingits stockholders.

Company Action. The Board of Directors of the Company (at a meeting duly called and held) has by the requisite vote of all directors present (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholdersshareholders, (b) approved the this Merger Agreement in accordance with the applicable provisions of Section 1922 of the Delaware Corporation Law PBCL, and (c) recommended determined to recommend the approval of this Merger Agreement and the Merger by the holders of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company MeetingStock.

Company Action. The Board of Directors of the Company (Company, at a meeting duly called and held) , has by the requisite unanimous vote of all directors present directors: (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, shareholders; (b) approved the Merger adopted this Agreement in accordance with the applicable provisions of the Delaware Corporation Law CGCL; and (c) recommended directed that this Agreement and the Merger be submitted to the Company Shareholders for their adoption and approval and resolved to recommend that Company Shareholders vote in favor of the adoption of this Agreement and the Merger by the holders approval of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company MeetingMerger.

Company Action. The Board of Directors of the Company (Company, at a meeting duly called and held) , has by the requisite unanimous vote of all directors present (ai) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (bii) approved the Merger adopted this Agreement in accordance with the applicable provisions of the Delaware Corporation Law DGCL, and (ciii) recommended directed that this Agreement and the Merger be submitted to the Company Stockholders for their adoption and approval and resolved to recommend that Company Stockholders vote in favor of the adoption of this Agreement and the Merger by the holders approval of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company MeetingMerger.

Company Action. The Board of Directors of the Company (Company, at a meeting duly called and held) , has by the requisite unanimous vote of all directors present (ai) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (bii) approved the Merger adopted this Agreement in accordance with the applicable provisions of the Delaware New York Business Corporation Law Law, and (ciii) recommended directed that this Agreement and the Merger be submitted to the Company Stockholders for their adoption and approval and resolved to recommend that Company Stockholders vote in favor of the adoption of this Agreement and the Merger by the holders approval of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company MeetingMerger.

Company Action. The Board of Directors of the Company (at a meeting duly called and held) has by the requisite vote of all directors present (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (b) approved the Merger in accordance with the applicable provisions of the Delaware Corporation Law and (c) recommended the approval of this Agreement and the Merger by Stock Option Agreement and the holders of transactions contemplated hereby and thereby, including the Company Common Stock and Merger, (c) directed that the Merger this Agreement be submitted for consideration by the Company's stockholders at and (d) approved this Agreement, the Company MeetingStock Option Agreement and the Merger for purposes of Section 14A:10A-4 of the State Act.

Company Action. The Board of Directors of the Company (at a Company, by special meeting of the Company's Board of Directors duly called held and held) called, has by the requisite vote of all directors present (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (b) approved the Merger adopted this Agreement in accordance with the applicable provisions of the Delaware Corporation Law Law, and (c) recommended directed that this Agreement and the Merger be submitted to the Company's stockholders for their adoption and approval and resolved to recommend that Company's stockholders vote in favor of the adoption of this Agreement and the Merger by the holders approval of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company MeetingMerger.

Company Action. The Board of Directors of the Company (at a meeting duly called and held) has by the requisite vote of all directors present (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, (b) approved the Merger in accordance with the applicable provisions of Section 302A.613 of the Delaware Minnesota Corporation Law and (c) recommended the approval of this Agreement and the Merger by the holders of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company Meeting.

Company Action. The Board of Directors of the Company (Company, by unanimous written consent or at a meeting duly called and held) , has by the requisite vote of all directors present (ai) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholdersshareholders, (bii) approved the Merger and this Agreement in accordance with the applicable provisions of the Delaware Corporation Law CGCL and (ciii) recommended directed that this Agreement and the Merger be submitted to the Company's shareholders for their approval and resolved to recommend that the Company's shareholders vote in favor of the approval of this Agreement and the Merger by the holders of the Company Common Stock and directed that the Merger be submitted for consideration by the Company's stockholders at the Company MeetingMerger.

Company Action. (a) The Board board of Directors directors of the Company (at a meeting duly called and heldheld in accordance with the Company Constituent Documents) has by the requisite vote of all directors present (ai) unanimously determined that the Merger is Merger, this Agreement and the Transaction Documents are advisable and fair and in the best interests of the Company and its stockholdersthe LogicTools Stockholders, (bii) approved unanimously recommended that the Merger in accordance with the applicable provisions of the Delaware Corporation Law and (c) recommended the approval of LogicTools Stockholders approve this Agreement and the Merger by the holders of the Company Common Stock Transaction Documents and (iii) directed that the Merger this Agreement be submitted for consideration a vote by the Company's stockholders at the Company MeetingWritten Consent.