Common use of Company Board Approval Clause in Contracts

Company Board Approval. The Company Board has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger; (iii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations in this Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in this Agreement; (iv) directed that the adoption of this Agreement be submitted to a vote of the Company Stockholders at a meeting of the Company Stockholders; and (v) recommended that the Company Stockholders vote in favor of the adoption of this Agreement and the approval of the Merger in accordance with the DGCL (clause (v), the “Company Board Recommendation”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sumo Logic, Inc.), Agreement and Plan of Merger (ForgeRock, Inc.)

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Company Board Approval. The Company Board has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger; (iii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations in this Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in this Agreement; (iv) directed that the adoption of this Agreement be submitted to a vote of the Company Stockholders at a meeting of the Company Stockholders; and (v) recommended that the Company Stockholders vote in favor of the adoption of this Agreement and the approval of the Merger in accordance with the DGCL (clause (v), the “Company Board Recommendation”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Everbridge, Inc.), Agreement and Plan of Merger (Everbridge, Inc.)

Company Board Approval. The Company Board has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, it is fair to and in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth in this Agreement; (ii) approved approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, including the Merger; (iii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations in this Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in this Agreement; (iviii) directed that the adoption of this Agreement and the Merger be submitted to a vote of the Company Stockholders at a meeting of the Company Stockholdersstockholders of the Company; and (viv) recommended resolved to recommend that the Company Stockholders vote in favor of the adoption of this Agreement and the approval of approve the Merger in accordance with the DGCL (clause (v)collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medallia, Inc.)

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Company Board Approval. The At a meeting duly called and held prior to the execution and delivery of this Agreement, the Company Board has unanimously and duly adopted resolutions (i) determined determining that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and it is in the best interests of the Company Company, and its stockholdersdeclaring it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth herein; (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger; (iii) approved approving the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations in this Agreementhereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth in this Agreementherein; (iviii) directed directing that the adoption of this Agreement be submitted to a vote of the Company Stockholders at a meeting of the Company Stockholders; and (v) recommended that the Company Stockholders vote in favor of the adoption of this Agreement and the approval Plan of Merger be submitted to the Company Shareholders for approval; and (iv) resolving to recommend that the Company Shareholders authorize the Plan of Merger in accordance with the DGCL Company’s Organizational Documents (clause (v)collectively, the “Company Board Recommendation”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cision Ltd.)

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