Common use of Board Action; Vote Required Clause in Contracts

Board Action; Vote Required. (a) Alphabet's Board of Directors has approved this Agreement, the Alphabet Stock Option Agreement and the transactions contemplated hereby and thereby, including the Merger, has determined that the Merger is advisable, fair to and in the best interests of Alphabet and its stockholders and has resolved to recommend to its stockholders that they vote in favor of the issuance of shares of Alphabet Common Stock pursuant to the terms hereof. Neither Section 203 of the DGCL, nor any other state takeover or similar statute or regulation applies to the Merger, this Agreement, the Alphabet Stock Option Agreement (including the purchase of shares of Alphabet Common Stock thereunder) or any of the transactions contemplated hereby or thereby. The Board of Directors of Alphabet has duly adopted (and not withdrawn) a resolution rescinding any authorization previously granted permitting Alphabet to repurchase shares of Alphabet Common Stock. (b) The affirmative vote of the holders of a majority of the shares of Alphabet Common Stock present in person or by proxy at a duly convened and held meeting of the stockholders of Alphabet is necessary to approve the issuance by Alphabet of the shares of Alphabet Common Stock pursuant to the terms hereof. Such vote is the only vote of the holders of any class or series of Alphabet's capital stock required in connection with this Agreement, the Stock Option Agreements and the transactions contemplated hereby and thereby.

Board Action; Vote Required. (a) AlphabetKroger's Board of Directors has approved this Agreement, the Alphabet Stock Option Agreement Agreements and the transactions contemplated hereby and thereby, including the Merger, has determined that the Merger is advisable, fair to and in the best interests of Alphabet Kroger and its stockholders and has resolved to recommend to its stockholders that they vote in favor of approving and authorizing this Agreement and the Merger (including the issuance of shares of Alphabet Kroger Common Stock pursuant to the terms hereof). Neither Section 203 1704.02 of the DGCL, OGCL nor any other state takeover or similar statute or regulation applies to the Merger, this Agreement, the Alphabet Kroger Stock Option Agreement (including the purchase of shares of Alphabet Kroger Common Stock thereunder) or any of the transactions contemplated hereby or thereby. The Board of Directors of Alphabet Kroger has duly adopted (and not withdrawn) a resolution rescinding any authorization previously granted permitting Alphabet Kroger to repurchase shares of Alphabet Kroger Common Stock. (b) The affirmative vote of the holders of a majority of the shares of Alphabet Kroger Common Stock present in person or by proxy at a duly convened and held meeting of the stockholders of Alphabet Kroger is necessary to approve the issuance by Alphabet Kroger of the shares of Alphabet Kroger Common Stock pursuant to the terms hereof. The affirmative vote of holders of Kroger Common Stock representing a majority of the shares of Kroger Common Stock outstanding and entitled to vote thereon is necessary to approve and authorize the Merger. Such vote is votes are the only vote votes of the holders of any class or series of AlphabetKroger's capital stock required in connection with this Agreement, the Stock Option Agreements Agreement and the transactions contemplated hereby and therebyhereby.