Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated hereby.
Appears in 5 contracts
Samples: Merger Agreement (HMT Technology Corp), Merger Agreement (Komag Inc /De/), Merger Agreement (HMT Technology Corp)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholdersshareholders, and has approved this Agreement and (ii) determined to recommend declared the advisability of the Merger and recommends that the stockholders shareholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 5 contracts
Samples: Merger Agreement (Mediabin Inc), Merger Agreement (Gayranovic Kenneth), Merger Agreement (Micron Electronics Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, determined (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to propose this Agreement for approval and adoption by the Company's stockholders and to declare the advisability of this Agreement, and (iii) to recommend that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Cardiogenesis Corp), Agreement and Plan of Reorganization (TechAlt, Inc.), Agreement and Plan of Reorganization (Dtomi Inc)
Board Approval. The Board of Directors of the Company has, as of the -------------- date of this Agreement, Agreement unanimously (i) approved this Agreement and the transactions contemplated hereby and (ii) determined that the Merger is fair to, advisable and in the best interests of the stockholders of Company and its is on terms that are fair to such stockholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated hereby.
Appears in 4 contracts
Samples: Merger Agreement (Efficient Networks Inc), Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp)
Board Approval. The Board of Directors of the Company hasCompany, as at a meeting duly called, constituted and held, has by the unanimous vote of all directors present at the date of this Agreement, meeting (ia) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholdersshareholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iiib) duly approved the Merger, this Agreement and the transactions contemplated herebyby this Agreement, including the Merger.
Appears in 4 contracts
Samples: Merger Agreement (Associated Banc-Corp), Merger Agreement (State Financial Services Corp), Merger Agreement (Associated Banc-Corp)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, and has approved this Agreement and (ii) determined to recommend declared the advisability of the Merger and recommends that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 4 contracts
Samples: Merger Agreement (Eclipsys Corp), Merger Agreement (Neoforma Com Inc), Merger Agreement (Eclipsys Corp)
Board Approval. The Board of Directors of the Company has, as of the date of has unanimously (i) approved this Agreement, the Merger and each of the Related Agreements to which the Company is a party and the transactions contemplated hereby and thereby, (iii) determined that the Merger is fair to, advisable and in the best interests of the stockholders of the Company and its stockholders, is on terms that are fair to such stockholders of the Company and (iiiii) determined to recommend recommended that the stockholders of the Company adopt this approve the Merger in accordance with the Agreement and (iii) duly approved the Merger, this Agreement of Merger and the transactions contemplated herebyDGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Swi Holdings LLC), Agreement and Plan of Reorganization (Swi Holdings LLC), Agreement and Plan of Reorganization (Alloy Online Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, has (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger is fair to, are advisable and in the best interests of the stockholders of Company and its stockholders, are on terms that are fair to such stockholders and (iiiii) determined to recommend recommended that the stockholders of the Company adopt approve this Agreement and (iii) duly approved consummation of the Merger, this Agreement and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Merger Agreement (Saflink Corp), Merger Agreement (Active Voice Corp), Merger Agreement (Cisco Systems Inc)
Board Approval. The Company's Board of Directors of the Company has, as of the date of this Agreement, unanimously (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved and deemed advisable, subject to stockholder approval, this Agreement and the transactions contemplated hereby and (iii) determined to recommend that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Healtheon Corp), Merger Agreement (Mede America Corp /), Agreement and Plan of Reorganization (Healtheon Corp)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, has (i) adopted -------------- this Agreement and approved the Merger, (ii) determined that this Agreement and the Merger is fair to, are advisable and in the best interests of the shareholders of Company and its stockholdersare on terms that are fair to such shareholders, and (iiiii) determined and resolved to unanimously and unconditionally recommend that the stockholders shareholders of the Company adopt this Agreement and (iii) duly approved approve the consummation of the Merger, this Agreement and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Merger Agreement (Credence Systems Corp), Merger Agreement (Integrated Measurement Systems Inc /Or/), Merger Agreement (Credence Systems Corp)
Board Approval. The Board of Directors of Company has (i) approved this Agreement and the Company has, as of the date of this AgreementMerger, (iii) determined that the Merger is fair to, advisable and in the best interests of the shareholders of Company and its stockholdersis on terms that are fair to such shareholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved recommended that the Merger, shareholders of Company approve this Agreement and the transactions contemplated herebyMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Novellus Systems Inc), Merger Agreement (Speedfam Ipec Inc), Merger Agreement (PLX Technology Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, determined (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, and (ii) determined to recommend that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Atl Products Inc), Merger Agreement (Trusted Information Systems Inc), Merger Agreement (Quantum Corp /De/)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, unanimously (i) approved, subject to shareholder approval, this Agreement and the transaction contemplated hereby, (ii) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to recommend that the stockholders shareholders of the Company adopt this Agreement and is on the terms that are fair to such shareholders and (iii) duly approved recommended that the Merger, shareholders of the Company approve this Agreement and the transactions contemplated herebyMerger.
Appears in 3 contracts
Samples: Merger Agreement (Netgateway Inc), Merger Agreement (Galaxy Enterprises Inc /Nv/), Merger Agreement (Netgateway Inc)
Board Approval. The Board Company’s board of Directors of the Company directors has, as of the date of this Agreement, : (i) unanimously determined that the Merger is advisable and fair to, advisable and in the best interests of the Company and its stockholders, ; (ii) determined to recommend that unanimously authorized and approved the stockholders execution, delivery and performance of this Agreement by the Company adopt this Agreement and unanimously approved the Merger; and (iii) duly approved unanimously recommended the Merger, adoption of this Agreement by Company Stockholders and directed that this Agreement, the transactions contemplated herebyMerger be submitted for consideration by the Company Stockholders.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Yelp Inc), Merger Agreement (Yelp Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, unanimously (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholdersshareholders, (ii) determined to recommend that the stockholders shareholders of the Company adopt approve this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Webvan Group Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (i) determined that the Merger is advisable and fair to, advisable and in the best interests of of, the Company and its stockholders, (ii) determined approved, subject to stockholder approval, the Transactions, and (iii) determined, subject to the terms of this Agreement, to recommend that the stockholders of the Company adopt and approve this Agreement and (iii) duly approved approve the Merger, this Agreement by a unanimous vote of the members of the Board present at a meeting to consider and the transactions contemplated herebyvote upon such matters.
Appears in 3 contracts
Samples: Merger Agreement (Sybase Inc), Merger Agreement (Extended Systems Inc), Merger Agreement (Sybase Inc)
Board Approval. The Board of Directors of the Company TEAM has, as of the date of this Agreement, (i) determined that the Merger is fair to, advisable and in the best interests of the Company of, TEAM and its stockholders, and has approved the TEAM Transaction Documents, and (ii) determined to recommend declared the advisability of the Merger and recommends that the stockholders of the Company TEAM approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and Merger in accordance with the transactions contemplated herebyterms hereof.
Appears in 2 contracts
Samples: Merger Agreement (Team America Inc), Merger Agreement (Vsource Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, has (iA) determined that the Merger is fair to, advisable and in the best interests of the Company, adopted and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and resolved to recommend adoption of this Agreement to the holders of the Company and its stockholdersCommon Stock, (iiB) determined directed that the Merger contemplated by this Agreement be submitted to the holders of the Company Common Stock for their approval and (C) resolved to recommend that the stockholders shareholders of the Company adopt this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated hereby“Company Board Recommendation”).
Appears in 2 contracts
Samples: Merger Agreement (Midamerican Energy Holdings Co /New/), Merger Agreement (Constellation Energy Group Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, : (i) reviewed, deliberated and approved this Agreement and the Merger, (ii) determined that there are no other proposed extraordinary transactions with the Company on terms more advantageous to the stockholders of the Company, (iii) that the Merger is fair to, advisable and in the best interests of the stockholders of the Company and its is on terms that are fair to such stockholders, and (iiiv) determined to recommend recommended that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, approve this Agreement and the transactions contemplated herebyMerger.
Appears in 2 contracts
Samples: Merger Agreement (Implant Sciences Corp), Merger Agreement (Biodelivery Sciences International Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, unanimously (i) approved this Agreement and has approved the Merger and the other transactions contemplated hereby, (ii) determined that the Merger is consistent with and in furtherance of the long-term business strategy of Company and fair to, advisable and in the best interests of the of, Company and its stockholders, shareholders and (iiiii) determined to recommend that the stockholders shareholders of the Company adopt and approve this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Digital Insight Corp), Merger Agreement (Nfront Inc)
Board Approval. The Board of Directors of the Company (including any required committee or subgroup of the Board of Directors of the Company) has, as of the date of this Agreement, determined (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, and (ii) determined to recommend that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Excite Inc), Merger Agreement (At Home Corp)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (i) unanimously determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, and has approved this Agreement and (ii) determined declared the advisability of the Merger to recommend the stockholders of Company and recommends that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (On Technology Corp), Merger Agreement (Symantec Corp)
Board Approval. The Board of Directors of the Company has, as of the date -------------- of this Agreement, determined (i) determined that the Merger is advisable and fair to, advisable and in the best interests of the Company and its stockholdersshareholders, and (ii) determined to recommend that the stockholders shareholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Egghead Com Inc), Merger Agreement (Onsale Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholdersshareholders, (ii) determined to recommend that the stockholders shareholders of the Company adopt this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Dynamic Health Products Inc), Agreement and Plan of Reorganization (GeoPharma, Inc.)
Board Approval. The Board board of Directors directors of the Company has, as of the date of this Agreement, unanimously (i) determined that the Merger is fair toapproved, advisable and in the best interests of the Company and its stockholders, (ii) determined subject to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Mergerstockholder approval, this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders and is on terms that are fair to such stockholders and (iii) recommended that the stockholders approve this Agreement and the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Efj Inc), Merger Agreement (Smith Micro Software Inc)
Board Approval. The Board board of Directors directors of the Company has: (a) approved and adopted, as of and declared the date of advisability of, this AgreementAgreement and the transactions contemplated hereby, including the Merger; (ib) determined that this Agreement and the Merger is transactions contemplated hereby, including the Merger, are fair to, advisable to and in the best interests of the Company and its the Company’s stockholders; and (c) subject to Section 5.3(d), (ii) determined resolved to recommend that the stockholders of make and maintain the Company adopt this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated herebyBoard Recommendation.
Appears in 2 contracts
Samples: Merger Agreement (Synageva Biopharma Corp.), Merger Agreement (Trimeris Inc)
Board Approval. The Board of Directors of the Company hasCompany, as of the date of this Agreementby resolutions duly adopted by vote (with no dissenting votes) at a meeting duly called and held, has (i) determined that this Agreement and the Merger is and other transactions contemplated hereby are fair to, advisable to and in the best interests of the Company and its stockholdersshareholders, (ii) determined to recommend that the stockholders of the Company adopt approved and adopted this Agreement and the plan of merger contained herein and (iii) duly approved recommended that shareholders of the Merger, Company approve this Agreement and the transactions contemplated herebyhereby (including the Merger).
Appears in 2 contracts
Samples: Merger Agreement (National Atlantic Holdings Corp), Merger Agreement (National Atlantic Holdings Corp)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, determined (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to propose this Agreement for approval and adoption by a majority of the Company’s stockholders and to declare the advisability of this Agreement, and (iii) to recommend that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (One2one Living Corp), Merger Agreement (Terra Tech Corp.)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the shareholders of Company and is on terms that are fair to such shareholders and (iii) recommended that the shareholders of Company approve this Agreement and the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Merger Agreement (Triquint Semiconductor Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, determined (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, and, (ii) determined subject to the terms and conditions set forth in this Agreement, to recommend that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Network Associates Inc), Agreement and Plan of Reorganization (Network General Corporation)
Board Approval. The Board of Directors of Company has unanimously (i) approved this Agreement and the Company has, as of the date of this AgreementMerger, (iii) determined that the Merger is fair to, advisable and in the best interests of the stockholders of Company and its is on terms that are fair to such stockholders, and (iiiii) determined to recommend recommended that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, approve this Agreement and the transactions contemplated herebyMerger (such recommendation, the “Company Recommendation”).
Appears in 2 contracts
Samples: Merger Agreement (Nptest Holding Corp), Agreement and Plan of Reorganization (Credence Systems Corp)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, unanimously (i) determined that the Merger is consistent with and in furtherance of the long-term business strategy of Company and is fair to, advisable and in the best interests of the of, Company and its stockholders, ; (ii) approved and declared advisable this Agreement and approved the Merger and the other transactions contemplated hereby; and (iii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated herebyAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
Board Approval. The Board of Directors of the Company has, as of (at a meeting duly called and held) has unanimously (a) approved this Agreement and the date of this AgreementMerger, (ib) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to recommend that the stockholders shareholders of the Company adopt this Agreement and is on terms that are fair to such shareholders and (iiic) duly approved recommended that the Merger, shareholders of the Company approve this Agreement and the transactions contemplated herebyMerger.
Appears in 2 contracts
Samples: Merger Agreement (Speizer Mark), Merger Agreement (National Information Group)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, unanimously (i) approved and declared advisable this Agreement and has approved the Merger and the other transactions contemplated hereby, (ii) determined that the Merger is consistent with and in furtherance of the long-term business strategy of Company and fair to, advisable and in the best interests of the of, Company and its stockholders, stockholders and (iiiii) determined to recommend recommended that the stockholders of the Company adopt and approve this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Spyglass Inc), Merger Agreement (Mih LTD)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (ia) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholdersStockholders, and (iib) approved and determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, be advisable this Agreement and the transactions contemplated herebyhereby and has recommended that the Stockholders of Company adopt this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Healtheon Webmd Corp), Merger Agreement (Onhealth Network Co)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (i) determined that the Merger is and the other transactions contemplated by this Agreement are fair to, advisable and in the best interests of of, the Company and its stockholdersshareholders, (ii) determined to recommend that approved the stockholders Merger and the adoption of the Company adopt this Agreement and (iii) duly approved recommended that the Merger, shareholders of the Company approve the Merger and adopt this Agreement and the transactions contemplated herebyAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Hemosense Inc), Agreement and Plan of Reorganization (Inverness Medical Innovations Inc)
Board Approval. The Board of Directors of Company (including any required committee or subgroup of the Company Board of Directors of the Company) has, as of the date of this Agreement, unanimously (i) determined that declared the advisability of the Merger is fair toand approved, advisable and in the best interests of the Company and its stockholders, (ii) determined subject to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Mergerstockholder approval, this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Company and is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company approve and adopt this Agreement and approve the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Mail Com Inc), Merger Agreement (Mail Com Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, unanimously (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) approved and deemed advisable, subject to stockholder approval, this Agreement and the transactions contemplated hereby and (iii) determined to recommend that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Andover Net Inc), Agreement and Plan of Reorganization (Va Linux Systems Inc)
Board Approval. The Board of Directors of the Company has, as of has unanimously (i) approved this Agreement and the date of this AgreementMerger, (iii) determined that the Merger is fair to, advisable and in the best interests of of, the Company and its stockholders, and (iiiii) determined resolved to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, approve this Agreement and the Merger and the transactions and actions contemplated herebyhereby (such recommendation, the “Company Board Recommendation”) and (iv) directed that this Agreement be submitted to the stockholders of the Company for their adoption.
Appears in 2 contracts
Samples: Merger Agreement (Cash Systems Inc), Merger Agreement (Global Cash Access Holdings, Inc.)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (i) approved, subject to stockholder adoption of this Agreement, this Agreement and the Merger and other transactions contemplated hereby, (ii) determined that the Merger is fair to, advisable consistent with the long-term business strategy of Company and is in the best interests of the stockholders of Company and its stockholders, is on terms that are fair to such stockholders and (iiiii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated herebyAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (PMC Sierra Inc), Agreement and Plan of Reorganization (Quantum Effect Devices Inc)
Board Approval. The Board board of Directors directors of the Company has, as of the date of this Agreement, : (i) approved and adopted, and declared the advisability of, this Agreement and the transactions contemplated hereby, including the Merger; and (ii) determined that this Agreement and the Merger is transactions contemplated hereby, including the Merger, are fair to, advisable to and in the best interests of the Company and its the Company’s stockholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Accelrys, Inc.), Merger Agreement (Accelrys, Inc.)
Board Approval. The Board of Directors of the Company has, as of the date of hereof, unanimously (i) approved this AgreementAgreement and the transactions contemplated hereby, subject to stockholder approval, (iii) determined that the Merger is fair to, advisable to and in the best interests of the Company stockholders of the Company, and its stockholders, (iiiii) determined to recommend recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger (iii) duly approved collectively, the Merger, this Agreement and the transactions contemplated hereby“Company Board Recommendation”).
Appears in 2 contracts
Samples: Merger Agreement (Majesco), Agreement and Plan of Merger (Cover All Technologies Inc)
Board Approval. The Board of Directors of the Company has, as of the date -------------- of this AgreementAgreement unanimously (a) approved and deemed advisable, (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined subject to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Mergershareholder approval, this Agreement and the transactions contemplated hereby, (b) determined that the Merger is in the best interests of the shareholders of Company and is on terms that are fair to such shareholders and (c) recommended that the shareholders of Company approve the principal terms of this Agreement and approve the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Seagate Technology Inc), Agreement and Plan of Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands)
Board Approval. The Board of Directors of Company has unanimously -------------- (i) approved and adopted this Agreement, the Company has, as of Merger and the date of other transactions contemplated by this Agreement, (iii) determined that the Merger is advisable and on terms fair to, advisable and is in the best interests of, the shareholders of the Company and its stockholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved recommended that the Mergershareholders of Company approve and adopt this Agreement, this Agreement the Merger and the other transactions contemplated herebyby this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sandpiper Networks Inc), Agreement and Plan of Reorganization (Digital Island Inc)
Board Approval. The Board of Directors of the Company, by resolutions duly adopted at a meeting duly called and held (the “Company hasBoard Approval”), as of the date of has unanimously approved this Agreement, Agreement and (i) determined that this Agreement and the Merger is fair to, advisable and in the best interests of the Company and its stockholdersare advisable, (ii) determined to recommend approved the transactions contemplated by this Agreement, including the Merger, and (iii) recommended that the stockholders holders of the Company Class A Common Stock adopt this Agreement and (iii) duly approved the Merger, this Agreement and . No other corporate proceedings on the transactions contemplated herebypart of the Company are necessary to authorize the Merger other than as described in Section 3.1(h).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Great Lakes Dredge & Dock Corp)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, unanimously (i) determined that the Merger is fair to, advisable advisable, and in the best interests of the Company and its stockholdersshareholders, (ii) determined to recommend that the stockholders shareholders of the Company adopt approve this Agreement and (iii) duly approved the Merger, this Agreement Agreement, and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Petrex Corp), Agreement and Plan of Reorganization (Eagle Wireless International Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholdersshareholders, (ii) determined to recommend that the stockholders shareholders of the Company adopt approve this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Xcarenet Inc), Merger Agreement (Healthcare Com Corp)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, : (i) --------------- reviewed, deliberated and approved this Agreement and the Merger, (ii) determined that there are no other proposed extraordinary transactions with the Company on terms more advantageous to the shareholders of the Company, (iii) that the Merger is fair to, advisable and in the best interests of the shareholders of the Company and its stockholdersis on terms that are fair to such shareholders, and (iiiv) determined resolved to recommend that the stockholders shareholders of the Company adopt this Agreement and (iii) duly approved the Merger, approve this Agreement and the transactions contemplated herebyMerger.
Appears in 2 contracts
Samples: Merger Agreement (Cardiotech International Inc), Merger Agreement (Gish Biomedical Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this AgreementAgreement unanimously (i) approved, subject to stockholder approval, this Agreement and the Transactions contemplated hereby, (iii) determined that the Merger is fair to, advisable and in the best interests of the stockholders of the Company and its stockholders, is on terms that are fair to such stockholders and (iiiii) determined to recommend recommended that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, approve this Agreement and the transactions contemplated herebyMerger.
Appears in 2 contracts
Samples: Merger Agreement (H Power Corp), Merger Agreement (Plug Power Inc)
Board Approval. The Board of Directors of the Company has, as of -------------- the date of this Agreement, (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, and has approved this Agreement and the Company Authorization Agreements (ii) determined to recommend declared the advisability of the Merger and recommends that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Broadbase Software Inc), Merger Agreement (Kana Communications Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) duly approved this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) determined to recommend that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GigOptix, Inc.), Merger Agreement (Red Mile Entertainment Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (i) determined that the Merger is and the other transactions contemplated by this Agreement are fair to, advisable and in the best interests of the Company and its stockholders, and has approved this Agreement and (ii) determined to recommend declared the advisability of the Merger and recommends that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Serviceware Technologies Inc/ Pa), Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)
Board Approval. The Board of Directors of the Company has, as of the date of this AgreementAgreement unanimously (i) approved, subject to stockholder approval, this Agreement and the transactions contemplated hereby and thereby, (iii) determined that the Merger is fair toadvisable, advisable and in the best interests of the stockholders of the Company and its stockholders, on terms that are fair to such stockholders and (iiiii) determined to recommend recommended that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, approve this Agreement and the transactions contemplated herebyMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Centennial Technologies Inc), Merger Agreement (Solectron Corp)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, determined (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to propose this Agreement for approval and adoption by a two-thirds majority of the Company’s stockholders and to declare the advisability of this Agreement, and (iii) to recommend that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Soefl Inc.)
Board Approval. The Board board of Directors directors of the Company (including any required committee or subgroup thereof) has, as of the date of this Agreement, (ia) determined that the Merger is fair to, advisable and in the best interests of of, the Company and its stockholdersthe Company Stockholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iiib) duly approved the Merger, and declared advisable this Agreement and the transactions contemplated herebyAncillary Agreement to which the Company is a party in accordance with the Company’s Charter Documents and resolved to recommend approval and adoption of this Agreement to the Company Stockholders and (c) directed that this Agreement be submitted to the Company Stockholders for their approval and adoption.
Appears in 1 contract
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (i) determined that the Merger is and the other transactions contemplated by this Agreement and the Stock Option Agreement are fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly has approved the Merger, this Agreement and the transactions contemplated hereby.Stock Option Agreement and
Appears in 1 contract
Samples: Merger Agreement (Macromedia Inc)
Board Approval. The Board of Directors of Company has (i) approved this Agreement and the Company has, as of the date of this AgreementMerger, (iii) determined that the Merger is fair to, advisable and in the best interests of the Company Shareholders and its stockholdersis on terms that are fair to such shareholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, recommended that Company Shareholders approve this Agreement and the transactions contemplated herebyMerger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Essex Portfolio Lp)
Board Approval. The Board of Directors of the Company Purchaser has, as of the date of this Agreement, (i) determined in its reasonable business judgment, that the Merger is fair from a financial point of view to, advisable and in the best interests of the Company Purchaser, and its stockholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly has approved the Merger, this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Board Approval. The Board of Directors of the Company has, as of the -------------- date of this Agreement, unanimously (i) approved and declared advisable this Agreement and has approved the Merger and the other transactions contemplated hereby, (ii) determined that the Merger is consistent with and in furtherance of the long-term business strategy of Company and fair to, advisable and in the best interests of the of, Company and its stockholders, stockholders and (iiiii) determined to recommend that the stockholders of the Company adopt and approve this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Board Approval. The Board of Directors of the Company has, as of the date of this AgreementAgreement unanimously (a) approved and deemed advisable, (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined subject to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Mergershareholder approval, this Agreement and the transactions contemplated hereby, (b) determined that the Merger is in the best interests of the shareholders of Company and is on terms that are fair to such shareholders and (c) recommended that the shareholders of Company approve the principal terms of this Agreement and approve the Merger.
Appears in 1 contract
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, unanimously (i) approved this Agreement, the Merger and the other transactions contemplated hereby, (ii) determined that the Merger is consistent with and in furtherance of the long-term business strategy of the Company and fair to, advisable and in the best interests of of, the Company and its stockholders, the Company Stockholders and (iiiii) determined to recommend that the stockholders of the Company Stockholders adopt and approve this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Realnetworks Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated hereby, subject to stockholder approval, (ii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iii) recommended that the stockholders of Company approve and adopt this Agreement and approve the Merger.
Appears in 1 contract
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, has (i) determined that this Agreement and the Merger is are fair to, advisable to and in the best interests of the Company and its stockholdersstockholders and has declared this Agreement advisable, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated herebyMerger, which approval has not been rescinded or modified, (iii) resolved to recommend this Agreement to the Company Stockholders for adoption, and (iv) directed that this Agreement be submitted to the Company Stockholders for consideration in accordance with this Agreement.
Appears in 1 contract
Board Approval. The Board of Directors of the Company has, as of the date of this Agreementat a meeting duly called and held, unanimously (i) determined and declared that this Agreement and the Merger is are fair to, advisable and in the best interests of the Company and its stockholdersshareholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement adopted and (iii) duly approved the Merger, this Agreement and the Merger, (iii) resolved to make the Company Recommendation, (iv) directed that this Agreement and the Merger be submitted to the Company’s shareholders for approval and (v) approved the transactions contemplated herebyby the Voting Agreement.
Appears in 1 contract
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement: (a) approved and deemed advisable, (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined subject to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Mergershareholder approval, this Agreement and the transactions contemplated hereby; (b) determined that the Merger is in the best interests of the shareholders of Company; and (c) recommended that the shareholders of Company approve the principal terms of this Agreement and approve the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Zapworld Com)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (i) determined that the Merger is and the other transactions contemplated by this Agreement are fair to, advisable and in the best interests of the Company and its stockholdersshareholders, and has approved this Agreement and (ii) determined to recommend declared the advisability of the Merger and recommends that the stockholders shareholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Board Approval. The Board of Directors of the Company has, as of prior to the date of this Agreementhereof, unanimously (i) approved this Agreement and the transactions contemplated hereby and (ii) determined that the Merger is fair to, advisable and in the best interests of the Company Stockholders and its stockholders, (ii) determined is on terms that are fair to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated herebyStockholders.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vitesse Semiconductor Corp)
Board Approval. The Board board of Directors directors of the Company has, as of the date of this Agreement, unanimously (i) determined approved the Merger and the execution and delivery of this Agreement, (ii) declared that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (iiiii) determined to recommend recommended that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Board Approval. The Board of Directors of Company (including any required committee or subgroup of the Company Board of Directors of Company) has, as of the date of this Agreement, unanimously (i) determined that declared the advisability of the Merger is fair toand approved, advisable and in the best interests of the Company and its stockholders, (ii) determined subject to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Mergerstockholder approval, this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the stockholders of Company and is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company approve and adopt this Agreement and approve the Merger.
Appears in 1 contract
Samples: Merger Agreement (American Access Technologies Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, unanimously (i) approved and declared advisable this Agreement and has approved the Merger and the other transactions contemplated hereby, (ii) determined that the Merger is consistent with and in furtherance of the long-term business strategy of the Company and fair to, advisable and in the best interests of of, the Company and its stockholders, stockholders and (iiiii) determined to recommend that the stockholders of the Company adopt and approve this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, determined (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to propose this Agreement for approval and adoption by a majority of the Company's stockholders and to declare the advisability of this Agreement, and (iii) to recommend that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Board Approval. The Board of Directors of Company has (i) -------------- approved and adopted this Agreement, the Company has, as of Merger and the date of other transactions contemplated by this Agreement, (iii) determined that the Merger is advisable and on terms fair to, advisable and is in the best interests of, the shareholders of the Company and its stockholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved recommended that the Mergershareholders of Company approve and adopt this Agreement, this Agreement the Merger and the other transactions contemplated herebyby this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Digital Island Inc)
Board Approval. The Board of Directors of Company has unanimously (i) approved this Agreement and the Company has, as of the date of this AgreementMerger, (iii) determined that the Merger is fair to, advisable and in the best interests of the shareholders of Company and its stockholders, (ii) determined is on terms that are fair to recommend that the stockholders of the Company adopt this Agreement such shareholders and (iii) duly approved recommended that the Merger, shareholders of Company approve this Agreement and the transactions contemplated herebyMerger.
Appears in 1 contract
Samples: Merger Agreement (Getthere Com)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, (i) determined that the Merger is fair to, advisable advisable, and in the best interests of the Company and its stockholders, shareholders (ii) determined to recommend that the stockholders shareholders of the Company adopt approve this Agreement Agreement, and (iii) duly approved the Merger, this Agreement Agreement, and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pharmafrontiers Corp)
Board Approval. The Board of Directors of Company has (a) approved this Agreement and the Company has, as of the date of this AgreementMerger, (ib) determined that the Merger is fair to, advisable and in the best interests of the shareholders of Company and its stockholdersis on terms that are fair to such shareholders, and (iic) determined to recommend recommended that the stockholders shareholders of the Company adopt this Agreement and (iii) duly approved the Merger, approve this Agreement and the transactions contemplated herebyMerger.
Appears in 1 contract
Board Approval. The Board board of Directors directors of the Company has, as of the date of this Agreement, has unanimously: (i) determined that approved and adopted, and declared the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Mergeradvisability of, this Agreement and the transactions contemplated herebyby this Agreement, including the Merger; (ii) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to and in the best interests of Company and Company’s stockholders; and (iii) subject to Section 5.2(e), resolved to recommend to Company’s stockholders that such stockholders effect the Company Stockholder Approval.
Appears in 1 contract
Board Approval. The Board board of Directors directors of the Company has, as of the date of this Agreement, unanimously (i) determined that the Merger is fair toapproved, advisable and in the best interests of the Company and its stockholders, (ii) determined subject to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Mergershareholder approval, this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the shareholders and is on terms that are fair to such shareholders and (iii) recommended that the shareholders approve this Agreement and the Merger.
Appears in 1 contract
Samples: Merger Agreement (Bea Systems Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, unanimously (i) approved this Agreement, the Merger and the other transactions contemplated hereby, (ii) determined that the Merger is consistent with and in furtherance of the long-term business strategy of Company and fair to, advisable and in the best interests of the of, Company and its stockholders, shareholders and (iiiii) determined to recommend that the stockholders shareholders of the Company adopt and approve this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, determined (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholdersshareholders, and (ii) determined to recommend that the stockholders shareholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Bec Group Inc)
Board Approval. The Board of Directors of the Company has, as of the date of has (i) approved this Agreement, the Offer and the Merger, and (iii) determined (a) that the Offer and the Merger is are advisable and fair to, advisable and in the best interests of of, the Company and its stockholders, (iib) determined to recommend that the stockholders acceptance of the Company adopt this Agreement Offer by the Company's stockholders, and (iiic) duly approved the Merger, to recommend this Agreement and the transactions contemplated herebyMerger for approval and adoption by the Company's stockholders.
Appears in 1 contract
Samples: Merger Agreement (Chemfab Corp)
Board Approval. The Board of Directors of the Company has, as of the -------------- date of this Agreement, (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, and has approved this Agreement and (ii) determined to recommend declared the advisability of the Merger and recommends that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Verisign Inc/Ca)
Board Approval. The Board of Directors of the Company has, as of (at a meeting duly called and held) has duly (a) approved this Agreement and the date of this AgreementMergers, (ib) determined that the Merger is transactions contemplated by this Agreement, including the Mergers, taken together, are fair to, advisable to and in the best interests of the shareholders of the Company and its stockholders, (iic) determined resolved to recommend that the stockholders shareholders of the Company adopt this Agreement and (iii) duly approved the Merger, approve this Agreement and the transactions contemplated hereby, including the Mergers.
Appears in 1 contract
Board Approval. The Board of Directors of the Company has, as of has (i) -------------- approved this Agreement and the date of this AgreementMerger and all transactions contemplated hereby, (iii) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to recommend that the stockholders shareholders of the Company adopt this Agreement and is on terms that are fair to such shareholders and (iii) duly approved recommended that the Merger, shareholders of the Company approve this Agreement and consummation of the transactions contemplated herebyMerger.
Appears in 1 contract
Board Approval. The Board of Directors of the Company Buyer has, as of the date of this Agreement, unanimously (i) declared the advisability of the Merger and approved this Agreement and the Transactions, and (ii) determined that the Merger is fair to, advisable and in the best interests interest of the Company and its stockholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated herebyBuyer.
Appears in 1 contract
Board Approval. The Board of Directors of the Company has, as at a meeting duly called and held on or prior to the date hereof and, based on the recommendation of the date of this AgreementSpecial Committee, unanimously (i) determined and declared that this Agreement and the Merger is are fair to, advisable and in the best interests of the Company and its stockholdersshareholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement adopted and (iii) duly approved the Merger, this Agreement and the transactions contemplated herebyMerger, (iii) resolved to make the Company Recommendation, and (iv) directed that this Agreement and the Merger be submitted to the Company's shareholders for approval.
Appears in 1 contract
Board Approval. The Board of Directors of the Company has, as of the -------------- date of this Agreement, (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated hereby.its
Appears in 1 contract
Samples: Merger Agreement (Verisign Inc/Ca)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, unanimously (i) approved this Agreement and the Merger, (ii) determined that the Merger is fair to, advisable and in the best interests of of, the Company and its stockholders, shareholders and (iiiii) determined to recommend that the stockholders shareholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Board Approval. The Board of Directors of Company has (i) approved this Agreement and the Company has, as of the date of this AgreementMerger, (iii) determined that the Merger is fair to, advisable and in the best interests of the Company Stockholders and its is on terms that are fair to such stockholders, (ii) determined to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved recommended that the Merger, Company Stockholders adopt and approve this Agreement and approve the transactions contemplated herebyMerger.
Appears in 1 contract
Samples: Merger Agreement (Micrel Inc)
Board Approval. The Board of Directors of the Company has, as of has (i) approved this Agreement and the date of this AgreementMerger and all transactions contemplated hereby, (iii) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to recommend that the stockholders shareholders of the Company adopt this Agreement and is on terms that are fair to such shareholders and (iii) duly approved recommended that the Merger, shareholders of the Company approve this Agreement and consummation of the transactions contemplated herebyMerger.
Appears in 1 contract
Samples: Merger Agreement (Tickets Com Inc)
Board Approval. The Board of Directors of the Company has, as of (at a -------------- meeting duly called and held) has unanimously (a) approved this Agreement and the date of this AgreementMerger, (ib) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to recommend that the stockholders shareholders of the Company adopt this Agreement and is on terms that are fair to such shareholders and (iiic) duly approved recommended that the Merger, shareholders of the Company approve this Agreement and the transactions contemplated herebyMerger.
Appears in 1 contract
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, determined (i) determined that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, and (ii) determined to recommend that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Platinum Software Corp)
Board Approval. The Board of Directors of the each Company has, as of the date of this Agreement, (i) determined that the Merger applicable to such Company is fair to, advisable and in the best interests of the such Company and its stockholdersstockholder, (ii) duly approved this Agreement, the applicable Merger and the other transactions contemplated by this Agreement, and (iii) determined to recommend that the stockholders stockholder of the such Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, unanimously (i) determined approved the Merger and the execution and delivery of this Agreement, (ii) declared that the Merger is fair to, advisable and in the best interests of the Company and its stockholders, (iiiii) determined to recommend recommended that the stockholders of the Company approve and adopt this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Transcend Therapeutics Inc)
Board Approval. The Board board of Directors directors of the Company has, as of the date of this Agreement, unanimously (i) determined that the Merger is fair toapproved, advisable and in the best interests of the Company and its stockholders, (ii) determined subject to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Mergershareholder approval, this Agreement and the transactions contemplated herebyhereby and thereby, (ii) determined that the Merger is in the best interests of the shareholders of Company and is on terms that are fair to such shareholders and (iii) recommended that the shareholders of Company approve this Agreement and the Merger.
Appears in 1 contract
Board Approval. The Board board of Directors directors of the Company has, as of the -------------- date of this Agreement, unanimously (i) determined that the Merger is fair toapproved, advisable and in the best interests of the Company and its stockholders, (ii) determined subject to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the MergerStockholder approval, this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the Stockholders and is on terms that are fair to such Stockholders and (iii) recommended that the Stockholders approve this Agreement and the Merger.
Appears in 1 contract
Samples: Merger Agreement (Cybersource Corp)
Board Approval. The Board of Directors of the Company has, as of the date -------------- of this Agreement, unanimously (i) approved this Agreement and has approved the Merger and the other transactions contemplated hereby, (ii) determined that the Merger is consistent with and in furtherance of the long-term business strategy of Company and fair to, advisable and in the best interests of the of, Company and its stockholders, shareholders and (iiiii) determined to recommend that the stockholders shareholders of the Company adopt and approve this Agreement and (iii) duly approved approve the Merger, this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, unanimously (i) approved this Agreement, Merger I and the other transactions contemplated hereby, (ii) determined that the Merger I (assuming completion of Merger II immediately thereafter) is fair to, advisable and in the best interests of of, the Company and its stockholders, the Company Shareholders and (iiiii) determined to recommend that the stockholders of the Company Shareholders adopt and approve this Agreement and (iii) duly approved the Merger, this Agreement and the transactions contemplated hereby.approve Merger I.
Appears in 1 contract
Samples: Merger Agreement (Realnetworks Inc)
Board Approval. The Board of Directors of the Company has, as of the date of this Agreement, Agreement (i) determined that the Merger is fair tounanimously approved, advisable and in the best interests of the Company and its stockholders, (ii) determined subject to recommend that the stockholders of the Company adopt this Agreement and (iii) duly approved the Mergershareholder approval, this Agreement and the transactions contemplated hereby, (ii) determined that the Merger is in the best interests of the shareholders of the Company, and (iii) recommended that the Company Shareholders approve this Agreement and the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Digitalthink Inc)
Board Approval. The Board of Directors of Company has (i) -------------- approved this Agreement and the Company has, as of the date of this AgreementMerger, (iii) determined that the Merger is fair to, advisable and in the best interests of the stockholders of Company and its is on terms that are fair to such stockholders, and (iiiii) determined to recommend recommended that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, approve this Agreement and the transactions contemplated herebyMerger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Gasonics International Corp)
Board Approval. The Board of Directors of the Company has, as of has ----- -------- unanimously (i) approved this Agreement and the date of this AgreementMerger, (iii) determined that the Merger is fair to, advisable and in the best interests of the stockholders of the Company and its is on terms that are fair to such stockholders, and (iiiii) determined to recommend recommended that the stockholders of the Company adopt this Agreement and (iii) duly approved the Merger, approve this Agreement and the transactions contemplated herebyMerger.
Appears in 1 contract