Company Actions. (a) The Company hereby consents to the Offer, and on the date the Offer Documents are filed with the SEC, the Company shall simultaneously file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the “Schedule 14D-9”) describing the recommendations referred to in Section 3.3(b) and shall mail the Schedule 14D-9 to the Company Shareholders. Each of the Company, Parent and Buyer shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company Shareholders, in each case as and to the extent required by applicable Federal securities Laws and any other applicable Laws. Parent and Buyer and their counsel shall be given the opportunity to review and comment on the Schedule 14D-9 and any supplements or amendments thereto prior to the filing thereof with the SEC. The Company shall provide Parent and its counsel in writing with any comments or other communications the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments or other communications.
Company Actions. The Company hereby consents to the Offer and represents that (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furmxx Xxxx XXX (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity ...
Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Special Committee has unanimously recommended to the Board that the Board approve this Agreement, the Offer and the Merger, and the Board, at a meeting duly called and held, has (i) determined that the terms of the Offer and the Merger are fair to and in the best interests of the stockholders of the Company, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (iii) subject to Section 4.8, resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and adopt this Agreement. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board and the approval of the Special Committee described in the immediately preceding sentence, and the Company shall not permit the recommendation of the Company's Board to be modified in any manner adverse to Purchaser or Merger Sub or to be withdrawn by the Company's Board or the Special Committee, except as provided in Section 4.8(b) hereof.
Company Actions. (a) As promptly as practicable on the date of the filing of the Schedule TO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the provisions of Section 5.2, contain the Company Recommendation. The Company agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the Exchange Act. The Company, on the one hand, and Parent and Merger Sub, on the other hand, agree to promptly correct or supplement any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law. The Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected or supplemented (if applicable), to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the Exchange Act. Unless the Board of Directors of the Company has effected a Company Adverse Recommendation Change, Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Schedule 14D-9 before it is filed with the SEC and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. In addition, the Company shall provide Parent, Merger Sub and their counsel with copies of any written comments, and shall inform them of any oral comments, 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 promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Unless the Board of Directors of the Company has effected a Company Adverse Recommendation Change, Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review any such written responses and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. Unless the Board of Directors of the Company has effected a Company Adverse Recommendation Change, the Parent and Merger Sub may inclu...
Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Board of Directors of the Company, at a meeting duly called and held on July 26, 1997, unanimously adopted resolutions approving this Agreement and the Stockholder Agreement and the transactions contemplated hereby and thereby, including, the Offer and the Merger, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and recommending that the Company's stockholders accept the Offer and tender their shares pursuant to the Offer and approve and adopt this Agreement. The Company has been advised by each of its directors and executive officers that each such person intends to tender all shares of Common Stock owned individually by such person pursuant to the Offer.
Company Actions. (a) The Company represents that (i) its Board of Directors, at a meeting duly called and held, by a unanimous vote of the directors present at the meeting (with the exception of directors abstaining due to any actual or potential conflict of interest) (A) approved this Agreement (including all terms and conditions set forth herein) and the Transactions, (B) subject to the terms and conditions set forth herein, declared that this Agreement is advisable and that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders (other than Parent and its affiliates) and (C) subject to the terms and conditions set forth herein, recommended that the Company's stockholders (other than Parent and its affiliates) accept the Offer, tender their Shares thereunder to the Purchaser and, if applicable, vote to adopt this Agreement; and (ii) the Special Committee, at a meeting duly called and held, has unanimously (A) determined that the terms of the Offer and the Merger are fair to, and in the best interests of, the stockholders of the Company (other than Parent and its affiliates), (B) subject to the terms and conditions set forth herein, recommended that the Company's Board of Directors approve this Agreement and declare its advisability, and (C) subject to the terms and conditions set forth herein, recommended that the stockholders of the Company (other than Parent and its affiliates) accept the Offer and tender their Shares pursuant to the Offer. The Company represents that it has elected not to be governed by Section 203 of the DGCL in accordance with the provisions thereof. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of its Board of Directors and the Special Committee described in this Section 1.2(a) of the immediately preceding sentence.
Company Actions. The Company hereby approves of and consents to the Offer and represents that its Board, at a meeting duly called and held, has in light of and subject to the terms and conditions set forth herein, (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the merger taken together, are in the best interests of the stockholders of the Company, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and that such approval constitutes approval for purposes of the Utah Revised Business Corporation Act (the "URBCA") (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Purchaser and, if required by applicable law, approve and adopt this Agreement and the Merger.
Company Actions. (a) The Company hereby approves of and consents to the Offer and the Merger and represents and warrants that the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, has, by unanimous vote of all members of the Company Board (i) determined that each of the transactions contemplated by this Agreement, including the Offer and the Merger, and the Stockholder Agreements are fair to, and in the best interests of, the Company and its stockholders, (ii) declared the advisability of and duly adopted and approved this Agreement, the Stockholder Agreements, and the transactions contemplated hereby and thereby, including the Offer and the Merger, which adoption and approval are sufficient to (A) satisfy the requirements of Section 251 of the DGCL and (B) render the restrictions under Section 203 of the DGCL on “business combinations” (as defined in Section 203 of the DGCL) with an “interested stockholder” (as defined under Section 203 of the DGCL) inapplicable to this Agreement, the Stockholder Agreements and the transactions contemplated hereby and thereby, including the Offer and the Merger and (iii) resolved to recommend acceptance of the Offer and adoption and approval of this Agreement and the Merger by the holders of the shares of Company Common Stock.
Company Actions. At or prior to the Effective Time, the Company, the Company Board and the Company Compensation Committee, as applicable, shall adopt any resolutions and take all actions (including obtaining participant consents) that are necessary to effectuate the treatment of Sections 4.3(a) through Section 4.3(e). The Company shall take all actions necessary to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation shall be required to deliver Common Shares or other capital stock of the Company to any Person pursuant to or in settlement of Company Equity Awards or the ESPP.
Company Actions. (a) The Company hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement.