Company Approval. (a) The Company represents that its board of directors, upon the recommendation of a special committee of the independent members of the board of directors and upon consultation with its advisors, has determined unanimously that:
Company Approval. Distributors shall submit definitive copies of all marketing materials to the Company for its approval, which shall not be unreasonably withheld, at least five (5) business days prior to their first use. The Company shall be deemed to have granted its approval of such marketing materials unless it objects within such five (5) business day period.
Company Approval. The Company hereby represents that the Board has determined that it is in the best interests of the Company to authorize and approve the Exchange Offer, the Contingent Exchange and the Proposed Amendments.
Company Approval. The members of the Seller shall have approved and ratified, if necessary, this Agreement and shall, if necessary, have authorized the appropriate officers of the Seller to execute the same and fully perform its terms.
Company Approval. The Company hereby represents and warrants that the Company Board, at a meeting duly called and held, has (A) unanimously approved and adopted the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement, (B) determined that this Agreement and the transactions contemplated hereby, including the Merger, taken together, are at a price and on terms that are advisable and fair to and in the best interests of the Company and its stockholders, (C) resolved (subject to Section 6.1.3 hereof) to recommend that holders of Company Common Shares adopt and approve this Agreement and the transactions contemplated hereby, including the Merger, (D) irrevocably taken all necessary steps to approve Acquiror and Merger Sub becoming, pursuant to the Merger or Stockholder Voting Agreement and/or the acquisition of Company Common Shares pursuant to the Stockholder Voting Agreement, “interested stockholders” within the meaning of Section 203 of the DGCL, (E) irrevocably resolved to elect, to the extent of the Company Board’s power and authority and to the extent permitted by law, not to be subject to any other “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement or the Stockholder Voting Agreement. KeyBanc Capital Markets (the “Company Financial Advisor”), the Company’s independent financial advisor, has advised the Company Board that, in its opinion, the Merger Consideration (as defined below) to be paid in the Merger to the Company’s stockholders is fair, from a financial point of view, to such stockholders. The Company has delivered to Acquiror a true and complete copy of the engagement agreement between the Company and the Company Financial Advisor.
Company Approval. The Trust and the Distributor agree that the approval of the Company will be required prior to the Trust and the Distributor entering into any new agreements to sell shares of the Trust to other Participating Companies.
Company Approval. The Company represents and warrants to the Purchaser, acknowledging that the Purchaser is relying upon such representations and warranties in entering into this Agreement, that the Board has received the Fairness Opinion and, after consultation with its financial advisor and legal counsel, has unanimously determined that (i) the Investment and the transactions contemplated by this Agreement are in the best interests of the Company and fair to the Company Shareholders (other than the Purchaser and its affiliates) and (ii) the Company will recommend that Company Shareholders vote in favour of the Approval Resolution.
Company Approval. This Amendment has been approved by the Board of Directors of GAPC-Colo, and been duly executed and delivered by the Employee and on behalf of the GAPC-Colo by its duly authorized representative.
Company Approval. This Agreement has been approved by the Managers of the Company, and has been duly executed and delivered by the Employee and on behalf of the Company by its duly authorized representative.
Company Approval. The Company and its Members shall have adopted and approved this Agreement and the Purchase in accordance with applicable law.
