Common use of Board Action; Vote Required Clause in Contracts

Board Action; Vote Required. (a) The Company's Board of Directors has unanimously approved and declared advisable this Agreement and the Stockholders Agreement and the transactions contemplated hereby and thereby, including any acquisition of Company Common Stock by Parent pursuant to any such agreement or otherwise, has determined that the transactions contemplated hereby and thereby are fair to and in the best interests of the Company and its stockholders and has resolved, subject to the terms of Section 6.1, to recommend to its stockholders that they vote in favor of approving and adopting this Agreement and the Merger. The Company's Board of Directors has taken all necessary action to exempt the Merger, this Agreement and the Stockholders Agreement (including the purchase of Company Common Stock under the Stockholders Agreement) and the transactions contemplated hereby or thereby under Section 203 of the DGCL and Chapter 23B.19 of the Washington Business Corporation Act. No "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute applicable to the Company will prevent or otherwise delay the consummation of transactions contemplated hereby or thereby. The Company acknowledges that Parent may purchase shares of Company Common Stock after the date hereof in the open market (subject to state and federal laws, rules and regulations) but will not (i) become an "interested stockholder" under Section 203 of the DGCL ("Section 203") by reason of such open market purchases so long as Parent does not "own" more than 15% of the outstanding voting stock of the Company following the completion of such purchases (as such terms are defined in Section 203), excluding any Shares which Parent is deemed to beneficially own as a result of the Stockholders Agreement, or (ii) become an "acquiring person" under Chapter 23B.19 of the Washington Business Corporation Act ("Chapter 23B.19") by reason of open market purchases so long as Parent does not "beneficially own" more than 10% of the outstanding voting stock of the Company following the completion of such purchases (as such terms are defined in Chapter 23B.19), excluding any Shares which Parent is deemed to beneficially own as a result of the Stockholders Agreement. (b) The affirmative vote of the holders of a majority of the votes cast by holders of shares of Company Common Stock entitled to vote thereon is necessary to approve and adopt this Agreement and the Merger. Such vote is the only vote or approval of holders of shares of any class or series of the Company's capital stock required in connection with this Agreement and the transactions contemplated hereby and thereby.

Board Action; Vote Required. (a) The CompanyParent's Board of Directors has unanimously approved (including, with respect to the Company and declared advisable its affiliates and associates, for purposes of Section 203 of the DGCL, Article 12 of Parent's Restated Certificate of Incorporation and paragraph 6 of the Confidentiality Agreement) this Agreement and Agreement, the Stockholders Agreement Stock Option Agreements, the Voting Agreements and the transactions contemplated hereby and thereby, including any acquisition has adopted a resolution in accordance with Section 151 of Company Common the DGCL providing for the issuance, in the event the Alternative Merger is consummated, of shares of Parent Preferred Stock by Parent pursuant to any such agreement or otherwisehaving the powers, rights, designations and preferences and the qualifications, limitations and restrictions described in the Certificate of Designation, has determined that the transactions contemplated hereby and, in the event the Alternative Merger is consummated, the issuance of shares of Parent Common Stock, Parent Preferred Stock and thereby the Depositary Shares pursuant thereto are fair to and in the best interests of the Company Parent and its stockholders and has resolved, subject to the terms of Section 6.1, resolved to recommend to its stockholders that they vote in favor of approving and adopting this Agreement and the Parent Merger. The Company's Board of Directors has taken all necessary action to exempt the Merger, this Agreement and the Stockholders Agreement (including the purchase of Company Common Stock under the Stockholders Agreement) and the transactions contemplated hereby or thereby under Section 203 of the DGCL and Chapter 23B.19 of the Washington Business Corporation Act. No "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute applicable to the Company Parent will prevent or otherwise delay the consummation of transactions the transaction as contemplated hereby or thereby. The Company acknowledges that Parent may purchase shares of Company Common Stock after the date hereof in the open market (subject to state and federal laws, rules and regulations) but will not (i) become an "interested stockholder" under Section 203 of the DGCL ("Section 203") by reason of such open market purchases so long as Parent does not "own" more than 15% of the outstanding voting stock of the Company following the completion of such purchases (as such terms are defined in Section 203), excluding any Shares which Parent is deemed to beneficially own as a result of the Stockholders Agreement, or (ii) become an "acquiring person" under Chapter 23B.19 of the Washington Business Corporation Act ("Chapter 23B.19") by reason of open market purchases so long as Parent does not "beneficially own" more than 10% of the outstanding voting stock of the Company following the completion of such purchases (as such terms are defined in Chapter 23B.19), excluding any Shares which Parent is deemed to beneficially own as a result of the Stockholders Agreementhereby. (b) The affirmative vote Board of Directors of Parent has taken all necessary actions such that, (i) none of the holders Company or any of a majority its affiliates shall become an "Acquiring Person" (each as defined in the Parent Rights Agreement), and (ii) no "Distribution Date," "Stock Acquisition Date" or "Triggering Event" (each as defined in the Parent Rights Agreement) shall have occurred or shall occur, in each case by reason of the votes cast by holders execution, delivery or performance of shares of Company Common Stock entitled to vote thereon is necessary to approve and adopt this Agreement and or the Merger. Such vote is the only vote Stock Option Agreements or approval of holders of shares of any class or series of the Company's capital stock required in connection with this Agreement and the transactions contemplated hereby and therebyannouncement thereof.

Board Action; Vote Required. (a) The Company's Board of Directors has unanimously approved (including, with respect to Parent, Merger Sub and declared advisable their respective affiliates and associates, for purposes of rendering inapplicable Section 203 of the DGCL to) this Agreement and Agreement, the Stockholders Agreement Stock Option Agreements and the transactions contemplated hereby and thereby, including any acquisition of Company Common Stock by Parent pursuant to any such agreement or otherwise, has determined that the transactions contemplated hereby and thereby are fair to and in the best interests of the Company and its stockholders and has resolved, subject to the terms of Section 6.1, resolved to recommend to its stockholders that they vote in favor of approving and adopting this Agreement and the Merger. The Company's Board of Directors has taken all necessary action to exempt the Merger, this Agreement and the Stockholders Agreement (including the purchase of Company Common Stock under the Stockholders Agreement) and the transactions contemplated hereby or thereby under Section 203 of the DGCL and Chapter 23B.19 of the Washington Business Corporation Act. No "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute applicable to the Company will prevent or otherwise delay the consummation of transactions contemplated hereby or thereby. The Company acknowledges that Parent may purchase shares of Company Common Stock after the date hereof in the open market (subject to state and federal laws, rules and regulations) but will not (i) become an "interested stockholder" under Section 203 of the DGCL ("Section 203") by reason of such open market purchases so long as Parent does not "own" more than 15% of the outstanding voting stock of the Company following the completion of such purchases (as such terms are defined in Section 203), excluding any Shares which Parent is deemed to beneficially own as a result of the Stockholders Agreement, or (ii) become an "acquiring person" under Chapter 23B.19 of the Washington Business Corporation Act ("Chapter 23B.19") by reason of open market purchases so long as Parent does not "beneficially own" more than 10% of the outstanding voting stock of the Company following the completion of such purchases (as such terms are defined in Chapter 23B.19), excluding any Shares which Parent is deemed to beneficially own as a result of the Stockholders Agreementhereby. (b) The In accordance with the DGCL, the affirmative vote of the holders of a majority of the votes cast by holders voting power of all outstanding shares of Company Common Stock, Company Class A Common Stock, Series A Company Preferred Stock, Series B Company Preferred Stock entitled and Series C Company Preferred Stock, voting together as a single class (with each share of Company Common Stock and each share of each such series of Company Preferred Stock entitling the holder thereof to one vote thereon and each share of Company Class A Common Stock entitling the holder thereof to 100 votes) is necessary to approve and adopt this Agreement and the Merger. Such vote is the only vote or approval of holders of shares of any class or series of the Company's capital stock required in connection with this Agreement Agreement, the Stock Option Agreements and the transactions contemplated hereby and thereby.

Board Action; Vote Required. (a) The CompanyParent's Board of Directors has unanimously approved (including, with respect to the Company and declared advisable its affiliates and associates, for purposes of Section 203 of the DGCL, Article 12 of Parent's Restated Certificate of Incorporation and paragraph 6 of the Confidentiality Agreement) this Agreement and Agreement, the Stockholders Agreement Stock Option Agreements, the Voting Agreements and the transactions contemplated hereby and thereby, including any acquisition has adopted a resolution in accordance with Section 151 of Company Common the DGCL providing for the issuance, in the event the Alternative Merger is consummated, of shares of Parent Preferred Stock by Parent pursuant to any such agreement or otherwisehaving the powers, rights, designations and preferences and the qualifications, limitations and restrictions described in the Certificate of Designation, has determined that the transactions contemplated hereby and, in the event the Alternative Merger is consummated, the issuance of shares of Parent Common Stock, Parent Preferred Stock and thereby the Depositary Shares pursuant thereto are fair to and in the best interests of the Company Parent and its stockholders and has resolved, subject to the terms of Section 6.1, resolved to recommend to its stockholders that they vote in favor of approving and adopting this Agreement and the Parent Merger. The Company's Board of Directors has taken all necessary action to exempt the Merger, this Agreement and the Stockholders Agreement (including the purchase of Company Common Stock under the Stockholders Agreement) and the transactions contemplated hereby or thereby under Section 203 of the DGCL and Chapter 23B.19 of the Washington Business Corporation Act. No "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute applicable to the Company Parent will prevent or otherwise delay the consummation of transactions the transaction as contemplated hereby or therebyhereby. The Company acknowledges that Parent may purchase shares of Company Common Stock after the date hereof in the open market (subject to state and federal laws, rules and regulations) but will not (i) become an "interested stockholder" under Section 203 of the DGCL ("Section 203") by reason of such open market purchases so long as Parent does not "own" more than 15% of the outstanding voting stock of the Company following the completion of such purchases (as such terms are defined in Section 203), excluding any Shares which Parent is deemed to beneficially own as a result of the Stockholders Agreement, or (ii) become an "acquiring person" under Chapter 23B.19 of the Washington Business Corporation Act ("Chapter 23B.19") by reason of open market purchases so long as Parent does not "beneficially own" more than 10% of the outstanding voting stock of the Company following the completion of such purchases (as such terms are defined in Chapter 23B.19), excluding any Shares which Parent is deemed to beneficially own as a result of the Stockholders Agreement. (b) The affirmative vote Board of Directors of Parent has taken all necessary actions such that, (i) none of the holders Company or any of a majority its affiliates shall become an "Acquiring Person" (each as defined in the Parent Rights Agreement), and (ii) no "Distribution Date," "Stock Acquisition Date" or "Triggering Event" (each as defined in the Parent Rights Agreement) shall have occurred or shall occur, in each case by reason of the votes cast by holders execution, delivery or performance of shares of Company Common Stock entitled to vote thereon is necessary to approve and adopt this Agreement and or the Merger. Such vote is the only vote Stock Option Agreements or approval of holders of shares of any class or series of the Company's capital stock required in connection with this Agreement and the transactions contemplated hereby and therebyannouncement thereof.

Board Action; Vote Required. (a) The CompanyParent's Board of Directors has unanimously approved (including, with respect to the Company and declared advisable its affiliates and associates, for purposes of rendering inapplicable Section 203 of the DGCL and Article 12 of Parent's Restated Certificate of Incorporation to) this Agreement and the Stockholders Agreement Stock Option Agreements, and the transactions contemplated hereby and thereby, including any acquisition of Company Common Stock by Parent pursuant to any such agreement or otherwise, has determined that the transactions contemplated hereby and thereby the Parent Stock Issuance are fair to and in the best interests of the Company Parent and its stockholders and has resolved, subject to the terms of Section 6.1, resolved to recommend to its stockholders that they vote in favor of approving and adopting this Agreement and the Merger. The Company's Board of Directors has taken all necessary action to exempt the Merger, this Agreement and the Stockholders Agreement (including the purchase of Company Common Parent Stock under the Stockholders Agreement) and the transactions contemplated hereby or thereby under Section 203 of the DGCL and Chapter 23B.19 of the Washington Business Corporation ActIssuance. No "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute applicable to the Company Parent will prevent or otherwise delay the consummation of transactions the transaction as contemplated hereby or thereby. The Company acknowledges that Parent may purchase shares of Company Common Stock after the date hereof in the open market (subject to state and federal laws, rules and regulations) but will not (i) become an "interested stockholder" under Section 203 of the DGCL ("Section 203") by reason of such open market purchases so long as Parent does not "own" more than 15% of the outstanding voting stock of the Company following the completion of such purchases (as such terms are defined in Section 203), excluding any Shares which Parent is deemed to beneficially own as a result of the Stockholders Agreement, or (ii) become an "acquiring person" under Chapter 23B.19 of the Washington Business Corporation Act ("Chapter 23B.19") by reason of open market purchases so long as Parent does not "beneficially own" more than 10% of the outstanding voting stock of the Company following the completion of such purchases (as such terms are defined in Chapter 23B.19), excluding any Shares which Parent is deemed to beneficially own as a result of the Stockholders Agreementhereby. (b) The affirmative vote Board of Directors of Parent has taken all necessary actions such that, (i) none of the holders Company or any of a majority its "Affiliates" shall become an "Acquiring Person" (each as defined in the Parent Rights Agreement), and (ii) no "Distribution Date," "Stock Acquisition Date" or "Triggering Event" (each as defined in the Parent Rights Agreement) shall have occurred or shall occur, in each case by reason of the votes cast by holders execution, delivery or performance of shares of Company Common Stock entitled to vote thereon is necessary to approve and adopt this Agreement and or the Merger. Such vote is the only vote Stock Option Agreements or approval of holders of shares of any class or series of the Company's capital stock required in connection with this Agreement and the transactions contemplated hereby and therebyannouncement thereof.