Parent Action. The Board of Directors of Parent (at a meeting duly called and held) has (a) unanimously determined that the Merger is in the best interests of Parent and its stockholders, (b) unanimously approved this Agreement and the Merger in accordance with the provisions of Section 251 of the DGCL, (c) unanimously recommended the adoption and approval of this Agreement and the Merger by the stockholders of Parent and directed that the Merger be submitted for consideration by Parent's stockholders at the Parent Stockholders' Meeting, and (d) taken all necessary steps to render Section 203 of the DGCL inapplicable to the Merger and the other transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Oncormed Inc), Merger Agreement (Gene Logic Inc)