Board Recommendations Clause Samples
The Board Recommendations clause requires a company's board of directors to formally state their position regarding a proposed transaction, such as a merger or acquisition. Typically, this clause obligates the board to recommend that shareholders approve the deal, unless certain circumstances arise that would make such a recommendation inadvisable, such as the emergence of a superior offer. Its core practical function is to ensure that shareholders receive clear guidance from the board, thereby promoting informed decision-making and transparency during significant corporate actions.
Board Recommendations. (a) In connection with the Offer, the Merger and the Stockholders’ Meeting, the Board of Directors of the Company shall (i) subject to Section 5.5(b), recommend to the Company Stockholders to vote in favor of the adoption of the Merger Agreement and use all commercially reasonable efforts to obtain the necessary approvals by the Company Stockholders of this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) otherwise comply with the legal requirements applicable to such meeting and (iii) subject to Section 5.5(b), recommend to the holders of the Company Common Stock to tender their shares of Company Common Stock pursuant to the Offer.
(b) Neither the Board of Directors of the Company nor any committee thereof shall, except as expressly permitted by this Section 5.5(b), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, the approval or recommendation of such Board of Directors or such committee of the Offer, the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Alternative Transaction (any action described in clause (i) above or in this clause (ii) being referred to as an “Adverse Recommendation Change”), or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (other than a confidentiality agreement in compliance with the provisions of Section 5.9(b)) (each, an “Acquisition Agreement”) related to any transaction involving an Acquisition Proposal from a third party (an “Alternative Transaction”). Notwithstanding the foregoing, if prior to the Appointment Time, the Board of Directors of the Company determines in good faith, after receipt of advice from outside counsel, that it is required to do so to comply with its fiduciary duties to the Company Stockholders under applicable Delaware Law, the Board of Directors of the Company may (subject to this and the following sentences in this Section 5.5(b)) make an Adverse Recommendation Change, but only at a time that is after the third business day following Parent’s receipt of written notice advising Parent that (x) the Board of Directors of the Company has received a Superior Proposal or an Acquisition Proposal that is reasonably likely to be a Superior Proposal or (y) it is reasonably likely that an Intervening Event has occurred. Such written notice shall specify, in the case of a Superior Proposal or Acquisition ...
Board Recommendations. (a) In connection with the Offer, the Merger and the Shareholders’ Meeting, the Board of Directors of the Company shall (i) subject to Section 5.5(b), recommend to the holders of the Company Common Stock to vote in favor of the approval of this Agreement and the Merger and use commercially reasonable efforts to obtain the necessary approvals by the Company Shareholders of this Agreement, (ii) otherwise comply with all legal requirements applicable to such meeting and (iii) subject to Section 5.5(b), recommend to the holders of the Company Common Stock to tender their shares of Company Common Stock pursuant to the Offer.
(b) Neither the Board of Directors of the Company nor any committee thereof shall, except as expressly permitted by this Section 5.5(b), (i) withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify the approval or recommendation of such Board of Directors or such committee of the Offer, the Merger or this Agreement, (ii) approve or recommend any transaction involving an Acquisition Proposal from a third party (an “Alternative Transaction”), or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (other than a confidentiality agreement in compliance with the provisions of Section 5.9(b)) (each, an “Acquisition Agreement”) related to any Alternative Transaction. Notwithstanding the foregoing, if prior to the Appointment Time, the Board of Directors of the Company determines in good faith, after it has received a Superior Proposal in compliance with Section 5.9(b) and after consultation with independent outside counsel that it is required to do so by its fiduciary duties to Company Shareholders under applicable Louisiana Law, the Board of Directors of the Company may (subject to this and the following sentences) inform the Company Shareholders that it no longer believes that the Offer or the Merger is advisable and no longer recommends approval (a “Subsequent Determination”), but only at a time that is after the third business day
Board Recommendations. The Board of Directors of the Company, at a meeting duly called and held, has by vote of the directors present (which directors constituted a quorum) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, and the Voting Agreement and the transactions contemplated thereby, taken together, are fair to and in the best interests of the stockholders of the Company and (ii) resolved to recommend that the holders of the Common Shares approve this Agreement and the transactions contemplated herein, including the Merger.
Board Recommendations. 41 SECTION 6.8
Board Recommendations. By a vote of the directors --------------------- present at a meeting of the board of directors of the Company (which meeting was duly called and held and at which a quorum was present at all times), the board of directors has (i) approved and adopted (A) this Agreement, including the issuance of the Securities, (B) the Company's entering into the Ancillary Agreements to which it is or will be a party, and (C) the Certificate Amendments, and (ii) resolved to recommend to the Company's stockholders approval of the transactions contemplated hereunder and under the Ancillary Agreements to which it is or will be a party, including issuance of the Securities to the Purchaser pursuant to this Agreement.
Board Recommendations. Except to the extent expressly permitted by Section 5.2(d): (i) the Board of Directors of each of the Company and Parent shall recommend that its stockholders vote in favor of, in the case of the Company, the adoption of this Agreement at the Company Stockholders' Meeting, and, in the case of Parent, the approval of the Parent Stock Issuance and Parent Charter Amendment at the Parent Stockholders' Meeting, (ii) the Proxy Statement/Prospectus shall include a statement to the effect that the Board of Directors of (A) the Company has recommended that the Company Stockholders vote in favor of adoption of this Agreement at the Company Stockholders' Meeting and (B) Parent has recommended that Parent Stockholders vote in favor of approval of the Parent Stock Issuance and Parent Charter Amendment at the Parent Stockholders' Meeting and (iii) neither the Board of Directors of the Company or Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of the Company or Parent vote in favor of, in the case of the Company, the adoption of this Agreement, and, in the case of Parent, the approval of the Parent Stock Issuance and Parent Charter Amendment.
Board Recommendations. 60 Section 7.4 Joint Proxy Statement/Prospectus; Registration Statement.....................61 Section 7.5 Merger Shareholders Meetings.................................................63 Section 7.6 Reasonable Best Efforts to Complete..........................................64 Section 7.7 Public Announcements.........................................................66 Section 7.8 Company Employee Benefits; Company 401(k) Plan...............................67 Section 7.9
Board Recommendations. In connection with the Offer, the Board of Directors of the Company shall, subject to Section 4.7, recommend to the holders of the Shares that such holders tender their Shares in the Offer.
Board Recommendations. The Board of Directors has duly (i) --------------------- approved and adopted (A) this Agreement, including the issuance of the Bridge Preferred Shares and the issuance of the Conversion Shares upon conversion of the Bridge Preferred Shares and the Permanent Preferred Shares, and (B) the Company's entering into the Registration Rights Agreement, and (ii) resolved to recommend to the Company's stockholders approval of the Stockholder Proposal.
Board Recommendations. The Chairperson will give the candidate lists to the SPO advisor to prepare in final form for signature. After the Chairperson has signed them, the lists will be returned to the SPO which will:
a. Initiate the necessary administrative action to finalize the recommendations;
b. Notify the career candidates in writing of the Board recommendations; and,
c. Release the notification letters to the appropriate Deputy Administrators for delivery to their career candidates. REMOVAL OF NAMES FROM COMMISSIONING AND TENURE LISTS