Common use of Board Action; Vote Required Clause in Contracts

Board Action; Vote Required. (a) Abacus' Board of Directors has approved this Agreement, the Abacus 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 Abacus and its stockholders and has resolved to recommend to stockholders that they vote in favor of approving and adopting this Agreement and approving the Merger. Neither Section 203 of the DGCL nor any other state takeover or similar statute or regulation applies to the Merger, this Agreement, the Abacus Stock Option Agreement (including the purchase of shares of Abacus Common Stock thereunder) or any of the transactions contemplated hereby or thereby. The Board of Directors of Abacus has duly adopted (and not withdrawn) a resolution rescinding any authorization previously granted permitting Abacus to repurchase shares of Abacus Common Stock. In connection with each Abacus Benefit Plan under which a holder of an option granted pursuant thereto would be entitled, in respect of such option, to receive cash upon a change of control, the Board of Directors (or the appropriate Committee thereof) has taken all necessary action so that in connection with the Merger such holder would be entitled to exercise such option solely for shares of Abacus Common Stock or, following the Merger, Alphabet Common Stock. (b) The affirmative vote of the holders of a majority of all of the outstanding shares of Abacus Common Stock is necessary to approve and adopt this Agreement and the Merger. Such vote is the only vote of the holders of any class or series of Abacus' capital stock required to approve this Agreement, the Abacus Stock Option Agreement and the transactions contemplated hereby and thereby.

Board Action; Vote Required. (a) Abacus' Xxxx Xxxxx'x Board of Directors has approved this Agreement, the Abacus 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 Abacus Xxxx Xxxxx and its stockholders and has resolved to recommend to stockholders that they vote in favor of approving and adopting this Agreement and approving the Merger. Neither Section 203 of the DGCL nor any other state takeover or similar statute or regulation applies to the Merger, this Agreement, the Abacus Xxxx Xxxxx Stock Option Agreement (including the purchase of shares of Abacus Xxxx Xxxxx Common Stock thereunder) or any of the transactions contemplated hereby or thereby. The Board of Directors of Abacus has duly adopted (and not withdrawn) a resolution rescinding any authorization previously granted permitting Abacus to repurchase shares of Abacus Common Stock. In connection with each Abacus Xxxx Xxxxx Benefit Plan under which a holder of an option granted pursuant thereto would be entitled, in respect of such option, to receive cash upon a change of control, the Board of Directors (or the appropriate Committee thereof) has taken all necessary action so that in connection with the Merger such holder would be entitled to exercise such this option solely for shares of Abacus Xxxx Xxxxx Common Stock or, following the Merger, Alphabet Kroger Common Stock. (b) The affirmative vote of the holders of a majority of all of the outstanding shares of Abacus Xxxx Xxxxx Common Stock is necessary to approve and adopt this Agreement and the Merger. Such vote is the only vote of the holders of any class or series of Abacus' Xxxx Xxxxx'x capital stock required to approve this Agreement, the Abacus Stock Option Agreement and the transactions contemplated hereby and therebyhereby.