Common use of Board and Stockholder Approval Clause in Contracts

Board and Stockholder Approval. Each of the Burgundy Board and the Spinco Board, at a meeting duly called, has by unanimous vote of all directors present approved this Agreement and declared it advisable. As of the date hereof, the sole stockholder of Spinco is Burgundy. As promptly as practicable after execution of this Agreement, Burgundy will approve and adopt (the “Spinco Stockholder Approval”), as Spinco’s sole stockholder, this Agreement and other Transaction Agreements and the transactions contemplated hereby and thereby which require the consent of Spinco’s stockholders under the DGCL, the NYSE rules, Spinco’s certificate of incorporation or Spinco’s bylaws. The approval of Burgundy’s stockholders is not required to effect the transactions contemplated by the Separation Agreement, this Agreement or the other Transaction Agreements. Upon obtaining the Spinco Stockholder Approval, the approval of Spinco’s stockholders after the Distribution Date will not be required to effect the transactions contemplated by this Agreement, including the Merger, unless this Agreement is amended on or after the Distribution Date.

Board and Stockholder Approval. Each The Boards of the Burgundy Board Directors of Verizon and the Spinco BoardSpinco, in each case, at a meeting duly called, has by unanimous vote of all directors present have unanimously approved this Agreement and declared it advisable. As of the date hereof, the sole stockholder of Spinco is BurgundyVerizon. As promptly as practicable Immediately after execution of this Agreement, Burgundy Verizon will approve and adopt (the “Spinco Stockholder Approval”), as Spinco’s sole stockholder, all aspects of this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby which require the consent of Spinco’s stockholders stockholder under the DGCL, the NYSE rules, Spinco’s certificate of incorporation or Spinco’s bylaws. The approval of BurgundyVerizon’s stockholders is not required to effect the transactions contemplated by the Separation Distribution Agreement, this Agreement or the other Transaction Agreements. Upon obtaining the Spinco Stockholder Approval, the approval of Spinco’s stockholders after the Distribution Date will not be required to effect the transactions contemplated by this Agreement, including the Merger, unless this Agreement is amended on or in accordance with Section 251(d) of the DGCL after the Distribution DateDate and such approval is required, solely as a result of such amendment, under the DGCL, Spinco’s certificate of incorporation or Spinco’s bylaws or by the IRS.

Board and Stockholder Approval. Each The Boards of the Burgundy Board Directors of Verizon and the Spinco BoardSpinco, in each case, at a meeting duly called, has by unanimous vote of all directors present have unanimously approved this Agreement and declared it advisable. As of the date hereof, the sole stockholder of Spinco is BurgundyVerizon. As promptly as practicable Immediately after execution of this Agreement, Burgundy Verizon will approve and adopt (the “Spinco Stockholder Approval”), as Spinco’s sole stockholder, all aspects of this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby which require the consent of Spinco’s stockholders stockholder under the DGCL, the NYSE rules, Spinco’s certificate of incorporation or Spinco’s bylaws. The approval of BurgundyVerizon’s stockholders is not required to effect the transactions contemplated by the Separation Distribution Agreement, this Agreement or the other Transaction Agreements. Upon obtaining the Spinco Stockholder Approval, the approval of Spinco’s stockholders after the Distribution Date will not be required to effect the transactions contemplated by this Agreement, including the Merger, unless this Agreement is amended on or in accordance with Section 251(d) of the DGCL after the Distribution DateDate and such approval is required, solely as a result of such amendment, under the DGCL or by the IRS.

Board and Stockholder Approval. Each The Boards of the Burgundy Board Directors of Verizon and the Spinco BoardSpinco, in each case, at a meeting duly called, has by unanimous vote of all directors present have unanimously approved this Agreement and declared it advisable. As of the date hereof, the sole stockholder of Spinco is BurgundyVerizon. As promptly as practicable Immediately after execution of this Agreement, Burgundy Verizon will approve and adopt (the “"Spinco Stockholder Approval”"), as Spinco’s 's sole stockholder, all aspects of this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby which require the consent of Spinco’s stockholders 's stockholder under the DGCL, the NYSE rules, Spinco’s 's certificate of incorporation or Spinco’s 's bylaws. The approval of Burgundy’s Verizon's stockholders is not required to effect the transactions contemplated by the Separation Distribution Agreement, this Agreement or the other Transaction Agreements. Upon obtaining the Spinco Stockholder Approval, the approval of Spinco’s 's stockholders after the Distribution Date will not be required to effect the transactions contemplated by this Agreement, including the Merger, unless this Agreement is amended on or in accordance with Section 251(d) of the DGCL after the Distribution DateDate and such approval is required, solely as a result of such amendment, under the DGCL, Spinco's certificate of incorporation or Spinco's bylaws or by the IRS.

Board and Stockholder Approval. Each of the Burgundy MWV Board and the Spinco Board, at a meeting duly called, has by unanimous vote of all directors present approved this Agreement and declared it advisable. As of the date hereof, the sole stockholder of Spinco is BurgundyMWV. As promptly as practicable after execution of this Agreement, Burgundy MWV will approve and adopt (the “Spinco Stockholder Approval”), as Spinco’s sole stockholder, this Agreement and other Transaction Agreements and the transactions contemplated hereby and thereby which require the consent of Spinco’s stockholders under the DGCL, the NYSE rules, Spinco’s certificate of incorporation or Spinco’s bylaws. The approval of BurgundyMWV’s stockholders is not required to effect the transactions contemplated by the Separation Agreement, this Agreement or the other Transaction Agreements. Upon obtaining the Spinco Stockholder Approval, the approval of Spinco’s stockholders after the Distribution Date will not be required to effect the transactions contemplated by this Agreement, including the Merger, unless this Agreement is amended on or after the Distribution Date.