Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub that, at a meeting duly called and held prior to the date hereof, the Company Board has, upon the terms and subject to the conditions set forth herein:
Appears in 15 contracts
Samples: Agreement and Plan of Merger (E2open Inc), Agreement and Plan of Merger (Vitacost.com, Inc.), Agreement and Plan of Merger (Jive Software, Inc.)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub that, at a meeting duly called and held prior to the date hereof, the Company Board has, upon the terms and subject to the conditions set forth hereinhas unanimously adopted resolutions:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (3PAR Inc.), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Dell Inc)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub Purchaser that, at a meeting duly called and held prior to the date hereof, the Company Board of Directors has, upon the terms and subject to the conditions set forth herein:
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (AbbVie Inc.), Agreement and Plan of Reorganization (Pharmacyclics Inc), Agreement and Plan of Reorganization (Alexion Pharmaceuticals Inc)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Merger Sub that, at a meeting duly called and held prior to the date hereof, the Company Board has, upon the terms and subject to the conditions set forth herein:
Appears in 4 contracts
Samples: Iv Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Autodesk Inc), Agreement and Plan of Merger (Moldflow Corp)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Merger Sub that, at a meeting duly called and held prior to the date hereofexecution of this Agreement, the Company Board has, upon the terms and subject to the conditions set forth herein:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Transcend Services Inc)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub Purchaser that, at a meeting duly called and held prior to the date hereofexecution of this Agreement, the Company Board of Directors has, upon the terms and subject to the conditions set forth herein:
Appears in 3 contracts
Samples: Offer Agreement, Tender Offer Agreement (Borr Drilling LTD), Tender Offer Agreement (Borr Drilling LTD)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to LKQ, Parent and Acquisition Sub that, at a meeting duly called and held prior to the date hereof, the Company Board has, upon the terms and subject to the conditions set forth herein:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coast Distribution System Inc), Agreement and Plan of Merger (LKQ Corp)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Merger Sub that, at a meeting duly called and held prior to the date hereof, the Company Board has, upon the terms and subject to the conditions set forth herein:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Solutia Inc), Agreement and Plan of Merger (Southwall Technologies Inc /De/)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub that, at a meeting duly called and held on or prior to the date hereof, the Board of Directors of the Company Board has, upon the terms and subject to the conditions set forth herein:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Simtek Corp)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub Purchaser that, at a meeting duly called and held prior to the date hereof, the Company Board hasof Directors has unanimously, upon the terms and subject to the conditions set forth herein:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Homeaway Inc), Agreement and Plan of Reorganization (Expedia, Inc.)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent the Buyer and Acquisition Sub the Offering Subsidiary that, at a meeting duly called and held prior to the date hereof, the Company Board has, upon the terms and subject to the conditions set forth herein:, taken such other actions and has made such determinations, recommendations and approvals as are set forth in the second sentence of Section 2.4(a). The Company hereby consents to the inclusion of the above referenced determinations, recommendations and approvals in the Offer Documents.
Appears in 2 contracts
Samples: Combination Agreement (WiderThan Co., Ltd.), Combination Agreement (Realnetworks Inc)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub that, at a meeting duly called and held prior to the date hereof, the Company Board of Directors has, upon the terms and subject to the conditions set forth herein:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (Fairchild Semiconductor International Inc)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub Purchaser that, at a meeting duly called and held prior to the date hereof, the Company Board has, of Directors has unanimously upon the terms and subject to the conditions set forth herein:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tableau Software Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to and approves the Offer and represents and warrants to Parent and Acquisition Merger Sub that, at a meeting duly called and held prior to the date hereof, the Company Board has, upon on the terms and subject to the conditions set forth herein:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sutron Corp), Agreement and Plan of Merger (Iris International Inc)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub that, at a meeting duly called and held prior to the date hereof, the Company Board has, upon the terms and subject to the conditions set forth herein, unanimously:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Receptos, Inc.), Agreement and Plan of Merger (Celgene Corp /De/)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub Purchaser that, at a meeting duly called and held on or prior to the date hereof, the Company Board of Directors has, upon the terms and subject to the conditions set forth herein:herein (including its ability to make a Company Adverse Recommendation Change in accordance with Section 6.3):
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Surgical Care Affiliates, Inc.)
Company Determinations, Approvals and Recommendations. The Company hereby consents to, approves and consents to adopts the Offer and represents and warrants to Parent and Acquisition Merger Sub that, at a meeting duly called and held prior to the date hereof, the Company Board hashas properly, based upon the Strategy Committee Recommendation and upon the terms and subject to the conditions set forth herein:
Appears in 1 contract
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub that, at a meeting duly called and held prior to the date hereofof this Agreement, the Company Board has, upon the terms and subject to the conditions set forth hereinin this Agreement, unanimously:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)
Company Determinations, Approvals and Recommendations. The Company hereby consents to, approves and consents to adopts the Offer and represents and warrants to Parent and Acquisition Merger Sub that, at a meeting duly called and held prior to the date execution hereof, the Company Board has, upon the terms and subject to the conditions set forth herein:
Appears in 1 contract
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub that, at a meeting duly called and held prior to the date hereofof this Agreement, the Company Board has, upon the terms and subject to the conditions set forth herein:
Appears in 1 contract
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer upon the terms and subject to the conditions contained in this Agreement and represents and warrants to Parent and Acquisition Sub Purchaser that, at a meeting duly called and held prior to the date hereof, the Company Board of Directors, upon the unanimous recommendation of the Company Special Committee, has, upon the terms and subject to the conditions set forth herein:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Annaly Capital Management Inc)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer upon the terms and subject to the conditions contained in this Agreement and represents and warrants to Parent and Acquisition Sub Purchaser that, at a meeting duly called and held prior to the date hereof, the Company Board hasof Directors, upon the unanimous recommendation of the Company Special Committee, has unanimously, upon the terms and subject to the conditions set forth herein:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hatteras Financial Corp)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub that, at a meeting duly called and held on or prior to the date hereof, the Company Board has, upon the terms and subject to the conditions set forth herein:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Graftech International LTD)
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub Purchaser that, at a meeting duly called and held prior to the date hereof, the Company Board hasof Directors has unanimously, upon the terms and subject to the conditions set forth herein:herein (including the ability of the Company Board of Directors to effect a Change of Recommendation in accordance with the terms of Section 6.3):
Appears in 1 contract
Company Determinations, Approvals and Recommendations. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Acquisition Sub that, at a meeting duly called and held prior to the date hereof, the Company Board hashas unanimously, upon the terms and subject to the conditions set forth herein:
Appears in 1 contract
