Common use of Actions by the Company Board Clause in Contracts

Actions by the Company Board. The Company Board, at a meeting duly called and held, has, by the unanimous vote of all members of the Company Board (i) determined that each of the transactions contemplated by this Agreement, including the Offer and the Merger, and the Stockholder Agreements is fair to, and in the best interests of, the Company and its stockholders, (ii) declared the advisability and duly adopted and approved this Agreement, the Stockholder Agreements, and the transactions contemplated hereby and thereby, including the Offer and the Merger, which adoption and approval are sufficient to (A) satisfy the requirements of Section 251 of the DGCL and (B) render the restrictions under Section 203 of the DGCL on “business combinations” (as defined in Section 203 of the DGCL) with an “interested stockholder” (as defined under Section 203 of the DGCL) inapplicable to this Agreement, the Stockholder Agreements and the transactions contemplated hereby and thereby, including the Offer and the Merger, (iii) resolved to recommend acceptance of the Offer and adoption and approval of this Agreement and the Merger by holders of shares of Company Common Stock, (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Law that might otherwise apply to the Offer or the Merger and any other transactions contemplated by this Agreement, (v) determined to waive any rights the Company may have under any agreement or otherwise to object to the transfer to Purchaser in the Offer of all shares of Company Common Stock or to the Stockholder Agreements and (vi) consented to the transfer to Purchaser of all shares of Company Common Stock, and none of the aforesaid actions by the Company Board has been amended, rescinded or modified. No other state “fair price”, “moratorium,” “control share acquisition” or other takeover statute is applicable to the Merger or the transactions contemplated by this Agreement.

Actions by the Company Board. The Company Board, at a meeting duly ---------------------------- called and held, has, by the unanimous vote of all members of the Company Board (i) determined that each of the transactions contemplated by this Agreement, including the Offer and the Merger, and the Stockholder Agreements is fair to, and in the best interests of, the Company and its stockholders, (ii) declared the advisability and duly adopted and approved this Agreement, the Stockholder Agreements, and the transactions contemplated hereby and thereby, including the Offer and the Merger, which adoption and approval are sufficient to (AX) satisfy the requirements of Section 251 14-2-1111 of the DGCL GBCC and (BY) render the restrictions under Section 203 14-2-1132 of the DGCL GBCC on “"business combinations” " (as defined in Section 203 14-2-1131 of the DGCLGBCC) with an “"interested stockholder” shareholder" (as defined under Section 203 14-2-1110 of the DGCL) GBCC), inapplicable to this Agreement, the Stockholder Agreements and the transactions contemplated hereby and thereby, including the Offer and the Merger, (iii) resolved to recommend acceptance of the Offer and adoption and approval of this Agreement and the Merger by holders of shares of Company Common StockShares, (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Law law that might otherwise apply to the Offer or the Merger and any other transactions contemplated by this Agreement, (v) determined to waive any rights the Company may have under any agreement or otherwise to object to the transfer to Purchaser the Merger Sub in the Offer of all shares of Company Common Stock or to the Stockholder Agreements Shares and (vi) consented to the transfer to Purchaser the Merger Sub of all shares of Company Common StockShares, and none of the aforesaid actions by the Company Board has been amended, rescinded or modified. No other state “fair price”, “moratorium,” “control share acquisition” or other takeover statute is applicable to the Merger or the transactions contemplated by this Agreement.

Actions by the Company Board. The Company Board, at a meeting duly called and held, has, by the unanimous vote of all members of the Company Board (i) determined that each of the transactions contemplated by this Agreement, including the Offer and the Merger, and the Stockholder Agreements is fair to, and in the best interests of, the Company and its stockholders, (ii) declared the advisability and duly adopted and approved this Agreement, the Stockholder Agreements, and the transactions contemplated hereby and thereby, including the Offer and the Merger, which adoption and approval are sufficient to (AX) satisfy the requirements of Section 251 14-2-1111 of the DGCL GBCC and (BY) render the restrictions under Section 203 14-2-1132 of the DGCL GBCC on “"business combinations” " (as defined in Section 203 14-2-1131 of the DGCLGBCC) with an “"interested stockholder” shareholder" (as defined under Section 203 14-2-1110 of the DGCL) GBCC), inapplicable to this Agreement, the Stockholder Agreements and the transactions contemplated hereby and thereby, including the Offer and the Merger, (iii) resolved to recommend acceptance of the Offer and adoption and approval of this Agreement and the Merger by holders of shares of Company Common StockShares, (iv) to the extent necessary, adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Law law that might otherwise apply to the Offer or the Merger and any other transactions contemplated by this Agreement, (v) determined to waive any rights the Company may have under any agreement or otherwise to object to the transfer to Purchaser the Merger Sub in the Offer of all shares of Company Common Stock or to the Stockholder Agreements Shares and (vi) consented to the transfer to Purchaser the Merger Sub of all shares of Company Common StockShares, and none of the aforesaid actions by the Company Board has been amended, rescinded or modified. No other state “fair price”, “moratorium,” “control share acquisition” or other takeover statute is applicable to the Merger or the transactions contemplated by this Agreement.