Common use of Approval and Consent Clause in Contracts

Approval and Consent. The Company Board, at a meeting duly called and held, has adopted resolutions: (A) determining that the terms of the Offers, the Merger and the other transactions contemplated by this Agreement are fair and in the best interests of the Company and its stockholders, and declaring it advisable to enter into this Agreement; (B) approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Offers and the Merger; (C) recommending that the stockholders of the Company accept the Offers, tender their Shares pursuant to the Offers and, if required by the DGCL, vote their Shares in favor of the adoption of this Agreement in accordance with the applicable provisions of the DGCL (the “Recommendation”); (D) rendering the limitations on business combinations contained in Section 203 of the DGCL inapplicable to the Offers, this Agreement and the transactions contemplated hereby; and (E) electing that the Offers and the Merger, to the extent of the Company Board’s power and authority and to the extent permitted by Law, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price,” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement or any of the transactions contemplated hereby. The Company hereby consents to the inclusion of the foregoing determinations and approvals, including the Recommendation, in the Offer Documents.

Approval and Consent. The Company Board, at a meeting duly called and held, has unanimously adopted resolutions: (A) determining that the terms of the OffersOffer, the Merger and the other transactions contemplated by this Agreement are fair and in the best interests of the Company and its stockholders, and declaring it advisable advisable, to enter into this Agreement; (B) approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Offers Offer and the Merger; (C) recommending that the stockholders of the Company accept the Offers, tender their Shares pursuant to in the Offers and, if required by the DGCL, vote their Shares in favor of Offer or otherwise approve the adoption of this Agreement in accordance with the applicable provisions of the DGCL (the “Recommendation”); (D) rendering the limitations on business combinations contained in Section 203 of the DGCL inapplicable to the OffersOffer, this Agreement and the transactions contemplated hereby; and (E) electing that the Offers Offer and the Merger, to the extent of the Company Board’s power and authority and to the extent permitted by Law, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price,” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement or any of the transactions contemplated hereby. The Company hereby consents to the inclusion of the foregoing determinations and approvals, including the Recommendation, in the Offer Documents.