Common use of Board Recommendation Clause in Contracts

Board Recommendation. The Company’s board of directors has (a) determined that this Agreement and the Merger are advisable and in the best interests of the Company and its stockholders, (b) approved this Agreement, including the Offer and the Merger and the other transactions contemplated hereby and thereby, (c) subject to Section 7.3, resolved to recommend that the stockholders of the Company tender their shares into the Offer, ((a), (b) and (c) together, the “Board Recommendation”), and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 4 contracts

Sources: Merger Agreement (PARETEUM Corp), Merger Agreement (Ipass Inc), Merger Agreement (Microsemi Corp)

Board Recommendation. The Company’s board of directors has (a) determined that this Agreement and the Merger are advisable and in the best interests of the Company and its stockholders, (b) approved this Agreement, including the Offer and the Merger and the other transactions contemplated hereby and thereby, (c) subject to Section 7.36.3, resolved to recommend that the stockholders of the Company tender their shares into approve this Agreement and the Offer, Merger ((a), (b) and (c) togethersuch recommendation, the “Board Recommendation”), and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 4 contracts

Sources: Agreement and Plan of Merger (PMC Sierra Inc), Agreement and Plan of Merger (Skyworks Solutions, Inc.), Merger Agreement (PMC Sierra Inc)

Board Recommendation. The Company’s board of directors has unanimously (ai) determined that this Agreement and the Merger Transactions, including the Merger, are advisable and in the best interests of the Company and its stockholdersshareholders, (bii) approved and adopted this AgreementAgreement and the Transactions, including the Offer Merger, and the Merger and the other transactions contemplated hereby and thereby, (ciii) subject to Section 7.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders Merger and approval and adoption of this Agreement and each of the Company tender their shares into the Offer, ((a), (b) and (c) together, the “Board Recommendation”)Transactions by Company’s shareholders, and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 3 contracts

Sources: Agreement and Plan of Merger (Flow International Corp), Merger Agreement (Flow International Corp), Merger Agreement (Flow International Corp)

Board Recommendation. The Company’s board of directors has unanimously (ai) determined that this Agreement and the Merger transactions contemplated hereby, including the Merger, are advisable and in the best interests of the Company and its stockholders, (bii) approved and adopted this AgreementAgreement and the transactions contemplated hereby, including the Offer Merger, and the Merger and the other transactions contemplated hereby and thereby, (ciii) subject to Section 7.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders Merger and approval and adoption of this Agreement and each of the transactions contemplated hereby to the holders of Company tender their shares into the OfferStock, ((a), (b) and (c) together, the “Board Recommendation”), and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 2 contracts

Sources: Merger Agreement (Gsi Commerce Inc), Merger Agreement (Gsi Commerce Inc)

Board Recommendation. The Company’s board of directors has unanimously (ai) determined that this Agreement and the Merger transactions contemplated hereby, including the Merger, are advisable and in the best interests of the Company and its stockholders, (bii) approved and adopted this AgreementAgreement and the transactions contemplated hereby, including the Offer Merger, and the Merger and the other transactions contemplated hereby and thereby, (ciii) subject to Section 7.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders Merger and approval and adoption of this Agreement and each of the transactions contemplated hereby by the holders of Company tender their shares into the OfferStock, ((a), (b) and (c) together, the “Board Recommendation”), and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 1 contract

Sources: Merger Agreement (Gsi Commerce Inc)

Board Recommendation. The Company’s board of directors has unanimously (ai) determined that this Agreement and the Merger Transactions, including the Merger, are advisable and in the best interests of the Company and its stockholders, (bii) approved and adopted this AgreementAgreement and the Transactions, including the Offer and the Merger and the other transactions contemplated hereby and thereby, and (ciii) subject to Section 7.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders Merger and approval and adoption of this Agreement and each of the Company tender their shares into the Offer, ((a), (b) and (c) together, the “Board Recommendation”)Transactions by Company’s stockholders, and, as of the date of this Agreement, none of such the aforesaid actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Covance Inc)

Board Recommendation. The Company’s board of directors has unanimously (ai) determined that this Agreement Agreement, the Merger, and the Merger other transactions contemplated hereby, are advisable and in the best interests of Company and the Company and its stockholdersStockholders, (bii) approved and adopted this Agreement, including the Offer and the Merger Merger, and the other transactions contemplated hereby hereby, and thereby, (ciii) subject to Section 7.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders Merger and approval and adoption of this Agreement and each of the transactions contemplated hereby to the Company tender their shares into the Offer, ((a), (b) and (c) together, the “Board Recommendation”)Stockholders, and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 1 contract

Sources: Merger Agreement (BIO-TECHNE Corp)

Board Recommendation. The A majority of Company’s board of directors directors, with no members of the board dissenting, has (ai) determined that this Agreement and the Merger Transactions, including the Merger, are advisable and in the best interests of the Company and its stockholders, (bii) approved and adopted this AgreementAgreement and the Transactions, including the Offer Merger, and the Merger and the other transactions contemplated hereby and thereby, (ciii) subject to Section 7.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders Merger and approval and adoption of this Agreement and each of the Company tender their shares into the Offer, ((a), (b) and (c) together, the “Board Recommendation”)Transactions by Company’s stockholders, and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 1 contract

Sources: Merger Agreement (F5 Networks Inc)

Board Recommendation. The Company’s board of directors has unanimously (a) determined that this Agreement and the Merger are advisable and in the best interests of the Company and its stockholdersshareholders, (b) approved and adopted this Agreement, including the Offer and the Merger and the other transactions contemplated hereby and thereby, and (c) subject to Section 7.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders of the Company tender their shares into the Offer, ((a), (b) and (c) togetherAgreement, the “Board Recommendation”)Merger and approval of this Agreement by Company’s shareholders, and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 1 contract

Sources: Merger Agreement (Aquantive Inc)

Board Recommendation. The Company’s board of directors has unanimously (ai) determined that this Agreement and the Merger Merger, including the Merger, are advisable and in the best interests of the Company and its stockholdersshareholders, (bii) approved and adopted this AgreementAgreement and the Merger, including the Offer Merger, and the Merger and the other transactions contemplated hereby and thereby, (ciii) subject to Section 7.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders Merger and approval and adoption of this Agreement and the Company tender their shares into the Offer, ((a), (b) and (c) together, the “Board Recommendation”)Merger by Company’s shareholders, and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 1 contract

Sources: Merger Agreement (Intelli Check Mobilisa, Inc)

Board Recommendation. The Company’s board of directors has unanimously (ai) determined that this Agreement and the Merger Transactions, are advisable and in the best interests of the Company and its stockholders, (bii) approved and adopted this Agreement, including the Offer Agreement and the Merger Transactions, and the other transactions contemplated hereby and thereby, (ciii) subject to Section 7.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders each of the Company tender their shares into the Offer, ((a), (b) and (c) together, the “Board Recommendation”)Transactions be approved by Company’s stockholders, and, as of the date of this Agreement, none of such the aforesaid actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 1 contract

Sources: Stock Purchase Agreement (Nationwide Financial Solutions, Inc.)

Board Recommendation. The Company’s board of directors has unanimously (ai) determined that this Agreement and the Merger are advisable and in the best interests of the Company and its stockholdersshareholders, (bii) approved and adopted this Agreement, including the Offer and approval of the Merger and the other transactions contemplated hereby and thereby, and (ciii) subject to Section 7.3the other terms and conditions of this Agreement, resolved to recommend that the stockholders of the Company tender their shares into the Offer, ((a), (b) and (c) togetherAgreement, the “Board Recommendation”)Merger and approval of this Agreement by Company’s shareholders, and, as of the date of this Agreement, none of such actions by Company’s board of directors has been amended, rescinded, or modified.

Appears in 1 contract

Sources: Merger Agreement (Compliance Systems Corp)