Board of Directors Recommendation. On August 6, 2020, after careful consideration and consultation with its advisors, all members of the board of directors of Sirius, which we refer to as the “Sirius board,” approved the merger agreement. Moreover, the members of the Sirius board unanimously determined that the merger and the transactions contemplated by the merger agreement are fair to, and in the best interests of, Sirius and further resolved that it is recommended to the Sirius shareholders that they vote “FOR” the merger proposal and “FOR” the Sirius compensation proposal. The Sirius board unanimously recommends that you vote “FOR” the merger proposal and “FOR” the Sirius compensation proposal. WHO MAY VOTE: The Sirius board has fixed the close of business on October 1, 2020 as the record date for the Sirius special meeting, which we refer to as the “Sirius record date.” Only holders of record of Sirius common shares, par value $0.01 per share, which we refer to as the “Sirius shares,” and holders of record of Sirius Series B preference shares, par value $0.01 per share, which we refer to as the “Sirius Series B Preference Shares,” as of the Sirius record date are entitled to receive notice of the Sirius special meeting and to vote at the Sirius special meeting or any adjournment or postponement thereof. As of the Sirius record date, there were 115,299,341 Sirius shares outstanding and 11,901,670 Sirius Series B Preference Shares outstanding. For the merger proposal and the Sirius compensation proposal, holders of Sirius shares are entitled to one vote for each Sirius share held and holders of Sirius Series B Preference Shares are entitled to the number of votes equal to the number of Sirius shares into which the Sirius Series B Preference Shares are then convertible as of the Sirius record date. As of the Sirius record date, each Sirius Series B Preference Share was convertible into one Sirius share. VOTE REQUIRED FOR APPROVAL: Your vote is very important. We cannot complete the merger without the approval of the merger proposal. If the merger proposal is not approved by the holders of the requisite number of shares, then the transaction will not occur. The presence of two or more persons present virtually at the Sirius special meeting or representing virtually or by proxy in excess of 50% of the total issued voting shares of Sirius throughout the meeting is required for a quorum. Assuming a quorum is present, approval of the merger proposal requires the affirmative vote of at least a ...
Board of Directors Recommendation. The Company hereby represents and warrants to and in favour of the Offeror that:
Board of Directors Recommendation. (a) In response to (i) the receipt of an Alternative Transaction Proposal which is determined by the Board of Directors of the Company to be a Superior Proposal or (ii) any material event, development, circumstance, occurrence or change in circumstances or facts (including any material change in probability or magnitude of circumstances), not related to an Alternative Transaction Proposal, and that first occurred following the execution of this Agreement that was neither known to nor reasonably foreseeable by the Company as of or prior to the date hereof, that materially improves the financial condition or results of operations of the Company (excluding the fact that the Company meets or exceeds any internal or published projections, forecasts or estimates of its revenue, earnings or other financial performance or results of operations for any period ending on or after the date hereof, or changes after the date of this Agreement in the market price or trading volume of the Company Common Stock or any credit rating of the Company) (an “Intervening Event”), such Board of Directors may, after fully complying with Section 5.4(b) (A) withhold, withdraw or qualify (or amend or modify in a manner adverse to Parent) or publicly propose to withhold, withdraw or qualify (or amend or modify in a manner adverse to Parent), the approval, recommendation or declaration of advisability by such Board of Directors or any committee thereof of this Agreement, the Merger or the other transactions contemplated by this Agreement, or (B) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, any Superior Proposal (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”), if the Board of Directors of the Company has concluded in good faith, after receipt of advice of its outside legal counsel, that, in light of such Superior Proposal or Intervening Event, as applicable, the failure of the Board of Directors to effect a Change of Recommendation is reasonably likely to result in a breach of its fiduciary obligations to the shareholders of the Company under applicable Law.
Board of Directors Recommendation. The FNF Special Committee has duly adopted at a special meeting held on June 25, 2006, resolutions recommending to the Board of Directors of FNF approval of this Agreement, the Merger, and the transactions contemplated hereby on the terms and conditions set forth herein. Upon the recommendation of FNF Special Committee, the Board of Directors of FNF, by resolutions duly adopted at a meeting duly called and held, has duly (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are fair to and in the best interests of FNF and its stockholders, (ii) approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and (iii) recommended that the stockholders of FNF adopt this Agreement and the Merger and the transactions contemplated hereby and directed that this Agreement and the Merger and the transactions contemplated hereby be submitted for adoption by FNF's stockholders at the FNF Stockholders Meeting (as defined herein).
Board of Directors Recommendation. (i) The Board of Directors of the Company or Parent, as applicable, and each committee thereof will not:
Board of Directors Recommendation. The Board of Directors of Parent, at a meeting duly called and held, by unanimous vote of the members voting at such meeting has (a) determined that this Agreement and the transactions contemplated hereby, including the Exchange and the Investments, are advisable, fair to and in the best interests of Parent’s stockholders; (b) declared advisable and in all respects approved this Agreement, and the transactions contemplated by this Agreement, including the Exchange and the Investments; (c) resolved to recommend that Parent’s stockholders approve the Parent Proposals; and (d) directed that the Parent Proposals be submitted to Parent’s stockholders for consideration in accordance with this Agreement, which resolutions, as of the date of this Agreement, have not been subsequently rescinded, modified or withdrawn in any way.
Board of Directors Recommendation. The Board of Directors of the Company, based upon the unanimous recommendation of a Special Committee consisting of only non-employee directors of the Company, at a meeting duly called and held, has by the vote of those directors present (i) determined that this Agreement, the Merger and the transactions contemplated hereby are fair to and in the best interests of the stockholders of the Company (other than TAGTCR and the holders of Recapitalization Shares) and has approved the same, and (ii) resolved to recommend that the holders of the shares of Company Common Stock approve and adopt this Agreement, the Merger and the transactions contemplated hereby.
Board of Directors Recommendation. The Board of Directors of TAGTCR, at a meeting duly called and held (or by valid written consent in lieu thereof), has determined that this Agreement, the Merger and the transactions contemplated hereby are fair to and in the best interests of TAGTCR and have approved the same. The Board of Directors of TAGTCR has approved this Agreement and the Merger at a meeting duly called and held (or by valid written consent in lieu thereof) and no further approval is required pursuant to the DGCL, the Certificate of Incorporation or the Bylaws of TAGTCR.
Board of Directors Recommendation. The Board of Directors of the Company shall have unanimously recommended that Shareholders accept the Offer and shall not have withdrawn such recommendation or changed such recommendation in a manner that has substantially the same effect as the withdrawal thereof.
Board of Directors Recommendation. (a) In response to the receipt of an unsolicited, bona fide Alternative Transaction Proposal which is determined by the Board of Directors of Xxxxxx to be a Superior Proposal, Andrew’s Board of Directors may withhold, withdraw, amend or modify its recommendation in favor of approval and adoption of this Agreement and the Merger and may approve or recommend to its shareholders any Superior Proposal (any of the foregoing actions, whether by a Board of Directors or a committee thereof, a “Change of Recommendation”) if the Board of Directors of Xxxxxx has concluded in good faith, after receipt of advice of its outside legal counsel, that, in light of such Superior Proposal, the failure of the Board of Directors to effect a Change of Recommendation is reasonably likely to result in a breach of its fiduciary obligations to its stockholders under Applicable Law.
