Common use of Abraxas Board Recommendation; Opinion of Abraxas Financial Advisor Clause in Contracts

Abraxas Board Recommendation; Opinion of Abraxas Financial Advisor. (a) At a meeting duly called and held, the Abraxas Special Committee determined by unanimous vote of all of its members that this Agreement and the transactions contemplated hereby are advisable, fair and reasonable to and in the best interests of the Abraxas stockholders and Abraxas, and resolved to recommend that the full Abraxas Board adopt this Agreement, approve the transactions contemplated hereby, and recommend the adoption of this Agreement and approval of the Stock Issuance by the Abraxas stockholders. (b) At a meeting duly called and held, the Abraxas Board by unanimous vote of all of its members other than Rxxxxx L.X. Xxxxxx, Rxxxx X. Xxx and Fxxxxxxx X. Xxxxx, who recused themselves, (i) determined that this Agreement and the transactions contemplated hereby are advisable, fair and reasonable to and in the best interests of the Abraxas stockholders and Abraxas and (ii) approved and adopted this Agreement and the transactions contemplated hereby and determined to recommend to the stockholders of Abraxas that they approve the Stock Issuance. (c) Sxxxxxxx Inc. (“Abraxas Financial Advisor”) has orally delivered to the Abraxas Special Committee its opinion, to be delivered subsequently in writing, to the effect that, as of the date thereof and based upon and subject to the matters set forth therein, the Exchange Ratio is fair, from a financial point of view, to Abraxas. A copy of such opinion shall be provided to the Energy Committee, solely for informational purposes, promptly following its delivery in written form to the Abraxas Special Committee.

Abraxas Board Recommendation; Opinion of Abraxas Financial Advisor. (a) At a meeting duly called and held, the Abraxas Special Committee determined by unanimous vote of all of its members that this Agreement and the transactions contemplated hereby are advisable, fair and reasonable to and in the best interests of the Abraxas stockholders and Abraxas, and resolved to recommend that the full Abraxas Board adopt this Agreement, approve the transactions contemplated hereby, and recommend the adoption of this Agreement and approval of the Stock Issuance by the Abraxas stockholders. (b) At a meeting duly called and held, the Abraxas Board by unanimous vote of all of its members other than Rxxxxx L.X. Xxxxxx, Rxxxx X. Xxx and Fxxxxxxx X. Xxxxx, who recused themselves, (i) determined that this Agreement and the transactions contemplated hereby are advisable, fair and reasonable to and in the best interests of the Abraxas stockholders and Abraxas and (ii) approved and adopted this Agreement and the transactions contemplated hereby and determined to recommend to the stockholders of Abraxas that they approve the Stock Issuance. (c) Sxxxxxxx Inc. (“Abraxas Financial Advisor”) has orally delivered to the Abraxas Special Committee its opinion, to be and has subsequently delivered subsequently its opinion in writing, to the effect that, as of the date thereof and based upon and subject to the matters set forth therein, the Exchange Ratio is fair, from a financial point of view, to Abraxas. A copy of such opinion shall be provided to the Energy Committee, solely for informational purposes, promptly following its delivery in written form to the Abraxas Special Committee.