Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent.
Appears in 24 contracts
Samples: Agreement and Plan of Merger and Reorganization (U.S. Rare Earth Minerals, Inc), Agreement and Plan of Merger (First Harvest Corp.), Nonqualified Stock Option Agreement (Atrinsic, Inc.)
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Tactical Air Defense Services, Inc.), Agreement and Plan of Merger and Reorganization (Solar Energy Initiatives, Inc.), Agreement and Plan of Merger and Reorganization (Critical Digital Data, Inc.)
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and stockholders, (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent, and (c) adopted this Agreement in accordance with the provisions of the Delaware Act.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Amesite Operating Co), Agreement and Plan of Merger and Reorganization (Peninsula Acquisition Corp), Agreement and Plan of Merger and Reorganization (Amesite Inc.)
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and stockholders, (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent, and (c) adopted this Agreement in accordance with the provisions of the DGCL.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Serve Robotics Inc. /DE/), Agreement and Plan of Merger and Reorganization (Laffin Acquisition Corp.), Agreement and Plan of Merger and Reorganization (Aeluma, Inc.)
Board Action. The Parent’s 's Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s 's stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (High Tide Ventures, Inc.), Agreement and Plan of Merger and Reorganization (Alternative Energy Sources Inc), Agreement and Plan of Merger (Aslahan Enterprises Ltd.)
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is Mergers are advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition SubsidiarySubsidiaries, and the Board of Directors of the each Acquisition Subsidiary, to approve the Merger Mergers and this Agreement by unanimous written consent.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Eastern Resources, Inc.)
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and stockholders, (b) has caused the Parent, in its capacity as the sole stockholder securityholder of each Blocker Mergersub and the Acquisition Subsidiary, and the Board of Directors Managers or Board of Directors, as applicable, of each Blocker Mergersub and the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent, and (c) adopted this Agreement in accordance with the provisions of the DGCL.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Compass Therapeutics, Inc.)
Board Action. The Parent’s 's Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s 's stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder shareholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Oxford Ventures Inc)
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition SubsidiaryCorp., and the Board of Directors of the Acquisition SubsidiaryCorp., to approve the Merger and this Agreement by unanimous written consent.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Confederate Motors, Inc.)
Board Action. The Prior to Closing, the Parent’s Board of Directors shall (a) has unanimously determined determine that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and (b) has caused cause the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (CleanTech Biofuels, Inc.)
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tyme Technologies, Inc.)
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is Mergers are advisable and in the best interests of the Parent’s stockholders and is are on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of each of the Acquisition SubsidiarySubsidiaries, and the Board of Directors of each of the Acquisition SubsidiarySubsidiaries, to approve the Merger Mergers and this Agreement by unanimous written consent.
Appears in 1 contract
Samples: Agreement and Plan (GoFish Corp.)
Board Action. The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent.. ARTICLE IV COVENANTS 4.1
Appears in 1 contract
Samples: HTM Merger Agreement
