SELLER ACTION. Seller's board of directors, at a meeting duly called and held, has by the unanimous vote of all directors of Seller (i) determined that this Agreement and the transactions contemplated hereby, are fair to Seller and in the best interests of Seller and its stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, in accordance with the requirements of the Delaware General Corporation Law Act ("DGCL"), (iii) declared that this Agreement is advisable, and (iv) resolved to recommend that stockholders of Seller approve and adopt this Agreement (all of the foregoing clauses (i) through (iv) shall collectively constitute the "SELLER BOARD RECOMMENDATION").
Appears in 2 contracts
Sources: Asset Purchase Agreement (Animas Corp), Asset Purchase Agreement (Cygnus Inc /De/)