Parent Action. The Board of Directors of Parent (at a meeting duly called, constituted and held) has by the requisite vote of all directors present (a) determined that the Merger is advisable and in the best interests of Parent and its stockholders and (b) approved this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (First International Bancorp Inc), Merger Agreement (United Parcel Service Inc)
Parent Action. The Board of Directors of Parent (at a meeting duly called, constituted called and held) has by the requisite vote of all directors present (a) determined that the Merger Amended and Restated Agreement is advisable and in the best interests of Parent and its stockholders and (b) approved this Agreement and the transactions contemplated by this Agreementstockholders.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Columbia Hca Healthcare Corp/), Merger Agreement (Value Health Inc / Ct)
Parent Action. The Board of Directors of Parent (at a meeting duly called, constituted called and held) has by the requisite vote of all directors present (a) determined that the Merger Agreement is advisable and in the best interests of Parent and its stockholders and (b) approved this Agreement and the transactions contemplated by this Agreementstockholders.
Appears in 2 contracts
Sources: Merger Agreement (Lukens Medical Corp), Merger Agreement (Value Health Inc / Ct)
Parent Action. The Board of Directors of Parent (at a meeting duly called, constituted called and held) has by the requisite vote of all directors present (a) determined that the Merger this Agreement is advisable and in the best interests of Parent and its stockholders and (b) approved this Agreement and the transactions contemplated by this AgreementMerger in accordance with the provisions of Section 251 of the DGCL.
Appears in 2 contracts
Sources: Merger Agreement (Prime Hospitality Corp), Merger Agreement (Cri Esh Partners Lp)
Parent Action. The Board of Directors of Parent (at a meeting duly calledcalled and held or by a consent in lieu of meeting in accordance with the Company's Certificate of Incorporation, constituted Bylaws, NRS and heldthe Code) has by the requisite vote of all directors present (a) determined that the Merger is advisable and fair to and in the best interests of Parent and its stockholders shareholders and (b) has approved this Agreement the Merger and the transactions contemplated by this AgreementAgreement in accordance with the provisions of the NRS and the Code.
Appears in 1 contract
Parent Action. The Board of Directors of Parent (at a meeting duly called, constituted called and held) has by the requisite vote of all directors present (a) determined recommended the approval of the Stock Issuance Proposal by the holders of Parent Common Stock and directed that the Merger is advisable and in Stock Issuance Proposal be submitted for consideration by Parent's shareholders entitled to vote thereon at the best interests of Parent and its stockholders and (b) approved this Agreement and the transactions contemplated by this AgreementMeeting.
Appears in 1 contract
Sources: Merger Agreement (Goodrich B F Co)
Parent Action. The Board of Directors of Parent (at a meeting ------------- duly calledcalled and held or by a consent in lieu of meeting in accordance with the Company's Certificate of Incorporation, constituted Bylaws, and heldthe DGCL) has by the requisite vote of all directors present (a) determined that the Merger is advisable and fair to and in the best interests of Parent and its stockholders shareholders and (b) has approved this Agreement the Merger and the transactions contemplated by this AgreementAgreement in accordance with the provisions of the DGCL.
Appears in 1 contract
Sources: Merger Agreement (Earthweb Inc)
Parent Action. The Board of Directors of Parent (at a meeting duly called, constituted called and held) has by the requisite vote of all directors present (a) determined to recommend the approval of the Stock Issuance Proposal by the holders of Parent Common Stock and directed that the Merger is advisable and in Stock Issuance Proposal be submitted for consideration by Parent's shareholders entitled to vote thereon at the best interests of Parent and its stockholders and (b) approved this Agreement and the transactions contemplated by this AgreementMeeting.
Appears in 1 contract
Sources: Merger Agreement (Goodrich B F Co)
Parent Action. The Board of Directors of Parent (at a meeting duly called, constituted called and held) has by the requisite vote of all directors present (a) determined that the Merger is advisable and fair to and in the best interests of Parent and its stockholders and (b) approved this Agreement the Merger and the transactions contemplated by this Agreementthereby in accordance with the DGCL and Parent's Restated Certificate of Incorporation.
Appears in 1 contract