Company Board Recommendation (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions.
Board Recommendation The Seller’s Board, at a meeting duly called and held, has by unanimous vote of the directors present (i) adopted this Agreement and approved the transactions contemplated hereby, including the Merger and the transactions contemplated hereby and thereby, and has determined that, taken together, they are fair to and in the best interests of the Seller’s shareholders, and (ii) resolved, subject to the terms of this Agreement, to recommend that the holders of the shares of Seller Common Stock approve this Agreement, the Merger, and the related transactions and to call and hold a meeting of Seller’s shareholders at which this Agreement, the Merger, and the related transactions shall be submitted to the holders of the shares of Seller Common Stock for approval.
Change of Recommendation (i) Notwithstanding the provisions of Section 5.2(b), in response to the receipt of a Superior Offer that has not been withdrawn, the Board of Directors of Company may withhold, withdraw, amend or modify its recommendation in favor of adoption of this Agreement in a manner adverse to Parent, and in the case of a Superior Offer that is a tender or exchange offer, recommend that its stockholders accept the tender or exchange offer (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if all of the following conditions in clauses (1) through (5) are met:
Conclusions and Recommendations Collaboration: An Ongoing Challenge Collaboration between public health agencies and primary care medical practices is logical and could be cost-effective (Xxxxxx, 1997; Xxxxxxx et al, 1997). Furthermore, collabora- tion could allow both the public health agencies and the medical practices to expand their capacity and expertise and, therefore, better serve their goals of improving individual and population health (Xxxxxxxxx et al, 2000). However, in spite of much interest and encouragement, longstanding, self-sustaining partnerships remain rare. In our search for successful partnerships, we sorted through numerous false leads to find true examples. Particularly disappointing to us was following up on programs that had been described as successful or innovative in prior reports, only to find that the programs no longer existed. Even the 48 we chose to profile included partnerships where physician participation was minimal or had declined, and programs that were struggling, often because of a lack of ongoing funding. Indeed, in spite of much interest and many efforts over the past decades, such collaborations are very much “swim- ming upstream” against the strong current of fragmentation that exists in our health care system and its financing. This fragmentation, as well as limited resources, combine to limit most public health agencies and medical practices to what they can directly control (i.e., their staff), to what they traditionally have done, and (in the case of medical practices) to the activities that directly generate revenue. However, given the widespread dissatisfaction with the cur- rent health care system, the time is opportune to consider new and alternative ways of doing things. Breaking down existing silos to develop a more integrated way of managing individual and community health problems appears to be one logical and cost-effective approach to system change. Thus, in spite of the barriers, we feel that the time is right to be optimistic about the potential for future collaboration between medical practice and public health. Opportunities for Collaboration Our evaluation of existing programs found that most addressed one of three common themes: a) increasing access of under- served individuals and populations to primary medical care;
No Government Recommendation or Approval The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Shares.
JOINT SETTLEMENT RECOMMENDATION 2. Staff conducted an investigation of the Respondent’s activities. The investigation disclosed that the Respondent had engaged in activity for which the Respondent could be penalized on the exercise of the discretion of the Hearing Panel pursuant to s. 24.1 of By-law No. 1.
Recommendation The Roads and Parks Director recommends approval of the Board Order. The County Administrator concurs with the recommendation of the Roads and Parks Director. Should the Board of Commissioners concur with their recommendations, approval of the Board Order will implement that action. Respectfully submitted, /s/ XXXXX XXXXXX Xxxxx Xxxxxx County Administrator
Shareholder Action by Written Consent without a Meeting Any action which may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent or the Shareholder’s proxy holders or a transferee of the Shares or a personal representative of the Shareholder or its respective proxy-holder may revoke the consent by a writing received by the secretary of the Trust before written consents of the number of Shares required to authorize the proposed action have been filed with the secretary. If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the secretary shall give prompt notice of the action taken without a meeting to such Shareholders. This notice shall be given in the manner specified in the By-Laws.
No Change in Recommendation or Alternative Acquisition Agreement Neither the Company Board nor any committee thereof shall:
Shareholder Action by Written Consent Any action which may be taken by Shareholders by vote may be taken without a meeting if the holders entitled to vote thereon of the proportion of Shares required for approval of such action at a meeting of Shareholders pursuant to Section 10.4 consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.