Alpha Board definition
Examples of Alpha Board in a sentence
The result of the foregoing shall be that, as of immediately prior to the Effective Time and subject to the occurrence of the Effective Time, the Alpha Board and the Foundation Board will each be comprised of ten members, six of which members shall be Alpha Director Designees and four of which members shall be Foundation Director Designees.
The Merger shall have been approved by the Alpha Board in accordance with Section 253 of the DGCL and the board of directors shall have approved the terms and conditions of the Merger.
Promptly following receipt of the opinion by the Alpha Board, a true, correct and complete copy of the opinion was delivered to Foundation for informational purposes only.
Except in the event of a Change of Alpha Board Recommendation specifically permitted by Sections 5.4(d) or 5.4(e), the Joint Proxy Statement shall include the recommendation of the Alpha Board that Alpha's stockholders adopt the "agreement of merger" (as such term is used in Section 251 of the DGCL) contained in this Agreement.
The Alpha Board will review any proposal by ▇▇▇▇▇▇▇ to amend the terms of the Arrangement in order to determine, in good faith in the exercise of its fiduciary duties, whether ▇▇▇▇▇▇▇’s proposal to amend this Agreement and the Arrangement would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the terms of the Arrangement.
If Bally confirmed the defect, it shall ship the Bally Cabinet or Alpha Board back to Spectre or its customer at Bally’s sole expense, Bally shall reimburse Spectre for the original return shipping costs, and Bally shall bear any risk of loss or damage in transit to Spectre or its customer.
Except in the event of a Change of Alpha Board Recommendation specifically permitted by Sections 5.4(d) or 5.4(e), the Joint Proxy Statement shall include the recommendation of the Alpha Board that Alpha’s stockholders adopt the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement.
Prior to the date hereof, a true, correct and complete summary of any such disclosures made to Alpha’s auditors and the audit committee of the Alpha Board has been provided to Foundation and is set forth as Section 4.5(d) of the Alpha Disclosure Schedule.
Unless this Agreement is validly terminated by Foundation or Alpha in accordance with its terms pursuant to Article VII prior to the date of the Alpha Special Meeting, Alpha shall submit the "agreement of merger" (as such term is used in Section 251 of the DGCL) contained in this Agreement to its stockholders for adoption at the Alpha Special Meeting even if the Alpha Board shall have effected a Change of Alpha Board Recommendation.
Prior to the date hereof, a true, correct and complete summary of any such disclosures made to Alpha's auditors and the audit committee of the Alpha Board has been provided to Foundation and is set forth as Section 4.5(d) of the Alpha Disclosure Schedule.