Common use of Board Approval; Stockholder Vote Required Clause in Contracts

Board Approval; Stockholder Vote Required. (a) The Acquiror Board, by resolutions duly adopted by unanimous vote of the entire Acquiror Board at a meeting duly called and held or via written consent in lieu thereof (the “Acquiror Board Approval”), has duly approved this Agreement, the Merger and the other transactions contemplated by this Agreement and has declared it advisable for Acquiror to enter into this Agreement. (b) The board of directors of Merger Sub has (i) duly approved this Agreement, the Merger and the other transactions contemplated hereby and (ii) declared it advisable for Merger Sub to enter into this Agreement. Acquiror, as sole stockholder of Merger Sub, has approved and adopted this Agreement and the transactions contemplated by this Agreement (including the Merger). (c) No vote of the holders of shares of Acquiror Common Stock is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement (including the Merger). (d) Acquiror has taken all action required to be taken by it in order to make this Agreement, the Merger and the other transactions contemplated by this Agreement comply with, and this Agreement, the Merger and the other transactions contemplated by this Agreement do comply with, the requirements of any articles, sections or provisions of Acquiror’s Articles of Incorporation or bylaws.

Board Approval; Stockholder Vote Required. (a) The Acquiror BoardOn or prior to the date hereof, the Board of Directors of SIB, by resolutions duly adopted by unanimous vote of the entire Acquiror Board those voting at a meeting duly called and held or via written consent in lieu thereof (the “Acquiror "SIB Board Approval”"), has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of SIB and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the Merger, and (iii) recommended that the stockholders of SIB adopt this Agreement and directed that such matter be submitted for consideration by SIB stockholders at the SIB Stockholders Meeting. The SIB Board Approval constitutes approval of this Agreement and the Merger (x) for purposes of Section 203 of the DGCL and (y) by at least two-thirds of the entire Board of Directors pursuant to Articles 11 and 12 of the certificate of incorporation of SIB. To the knowledge of SIB, except for Section 203 of the DGCL (which has been rendered inapplicable), no state takeover statute is applicable to this Agreement, the Merger and or the other transactions contemplated hereby. SIB does not have any shareholder rights plan in effect. SIB has taken any action required to be taken by it in order to exempt this Agreement and has declared it advisable for Acquiror to enter into this Agreementthe Merger from the requirements of SIB's certificate of incorporation or bylaws, including Articles 11 and 12 of SIB's certificate of incorporation. (b) The board of directors of Merger Sub has (i) duly approved this Agreement, the Merger and the other transactions contemplated hereby and (ii) declared it advisable for Merger Sub to enter into this Agreement. Acquiror, as sole stockholder of Merger Sub, has approved and adopted this Agreement and the transactions contemplated by this Agreement (including the Merger). (c) No affirmative vote of the holders of a majority of the outstanding shares of Acquiror SIB Common Stock to adopt this Agreement (the "Required SIB Vote") is the only vote of the holders of any class or series of SIB capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement hereby (including the Merger). (d) Acquiror has taken all action required to be taken by it in order to make this Agreement, the Merger and the other transactions contemplated by this Agreement comply with, and this Agreement, the Merger and the other transactions contemplated by this Agreement do comply with, the requirements of any articles, sections or provisions of Acquiror’s Articles of Incorporation or bylaws.

Board Approval; Stockholder Vote Required. (a) The Acquiror Boardboard of directors of the Company, by resolutions duly adopted by unanimous vote of the entire Acquiror Board board of directors at a meeting duly called and held or via written consent in lieu thereof (the “Acquiror Company Board Approval”), has duly (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement, the Merger and the other transactions contemplated by hereby, and (iii) recommended that the stockholders of the Company adopt this Agreement and has declared it advisable directed that such matter be submitted for Acquiror to enter into this Agreementconsideration by the stockholders of the Company at the Company Stockholders Meeting (as defined in Section 7.3(a)). (b) The board affirmative vote of directors the holders of Merger Sub at least a majority of the outstanding shares of Company Common Stock to adopt this Agreement (the “Required Company Vote”) is the only vote of the holders of any class or series of Company capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby (including the Merger). (c) The Company has (i) duly approved taken all action required to be taken by it in order to exempt this Agreement, the Merger and the other transactions contemplated hereby from, and (ii) declared it advisable for Merger Sub to enter into this Agreement. Acquiror, as sole stockholder of the Merger Sub, has approved and adopted this Agreement and the other transactions contemplated by this Agreement (hereby are exempt from, the requirements of any “moratorium,” “control share,” “fair price,” “affiliate transaction,” “business combination” or other anti-takeover laws and regulations of any state, including the Merger). (c) No vote Section 203 of the holders of shares of Acquiror Common Stock is necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement (including the Merger). (d) Acquiror DGCL. The Company has taken all action required to be taken by it in order to make this Agreement, the Merger and the other transactions contemplated by this Agreement hereby comply with, and this Agreement, the Merger and the other transactions contemplated by this Agreement hereby do comply with, the requirements of any articles, sections or provisions of Acquirorthe Company’s Articles certificate of Incorporation incorporation or bylawsbylaws concerning “business combination,” “fair price,” “voting requirement,” “constituency requirement” or other related provisions.

Board Approval; Stockholder Vote Required. (a) The Acquiror Boardboard of directors of the Company, by resolutions duly adopted by unanimous vote of the entire Acquiror Board board of directors at a meeting duly called and held or via written consent in lieu thereof (the “Acquiror Company Board Approval”), has duly approved (i) determined that this Agreement, the Voting Agreement, the Merger and the other transactions contemplated by this Agreement and has the Voting Agreement are fair to and in the best interests of the Company and its stockholders and declared it advisable for Acquiror the Merger to enter into be advisable, (ii) approved this Agreement. (b) The board of directors of Merger Sub has (i) duly approved this , the Voting Agreement, the Merger and the other transactions contemplated hereby and (ii) declared it advisable for Merger Sub to enter into this Agreement. Acquiror, as sole stockholder of Merger Sub, has approved and adopted by this Agreement and the transactions contemplated by Voting Agreement, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that such matter be submitted for consideration by the stockholders of the Company at the Company Stockholders Meeting (including the Mergeras defined in Section 7.3(a)). (cb) No The affirmative vote of the holders of at least a majority of the outstanding shares of Acquiror Company Common Stock to adopt this Agreement (the “Required Company Vote”) is the only vote of the holders of any class or series of Company capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement hereby (including the Merger). (dc) Acquiror The Company has taken all action required to be taken by it in order to exempt this Agreement, the Voting Agreement, the Merger and the other transactions contemplated by this Agreement and the Voting Agreement from, and this Agreement, the Voting Agreement, the Merger and the other transactions contemplated by this Agreement and the Voting Agreement are exempt from, the requirements of any “moratorium,” “control share,” “fair price,” “affiliate transaction,” “business combination” or other anti-takeover laws and regulations of any state, including Section 203 of the DGCL. The Company has taken all action required to be taken by it in order to make this Agreement, the Merger and the other transactions contemplated by this Agreement comply with, and this Voting Agreement, the Merger and the other transactions contemplated by this Agreement and the Voting Agreement comply with, and this Agreement, the Voting Agreement, the Merger and the other transactions contemplated by this Agreement and the Voting Agreement do comply with, the requirements of any articles, sections or provisions of Acquirorthe Company’s Articles certificate of Incorporation incorporation or bylawsbylaws concerning “business combination,” “fair price,” “voting requirement,” “constituency requirement” or other related provisions.

Board Approval; Stockholder Vote Required. (a) The Acquiror Company Board, by resolutions duly adopted by unanimous vote of the entire Acquiror Company Board at a meeting duly called and held or via written consent in lieu thereof (the “Acquiror Company Board Approval”), has duly (i) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) recommended that the stockholders of the Company adopt this Agreement and has declared it advisable directed that such matter be submitted for Acquiror to enter into this Agreementconsideration by the stockholders of the Company at the Company Stockholders Meeting (as defined in Section 7.3(a)). (b) The board of directors of Merger Sub has (i) duly approved this Agreement, the Merger and the other transactions contemplated hereby and (ii) declared it advisable for Merger Sub to enter into this Agreement. Acquiror, as sole stockholder of Merger Sub, has approved and adopted this Agreement and the transactions contemplated by this Agreement (including the Merger). (c) No affirmative vote of the holders of at least a majority of the outstanding shares of Acquiror Company Common Stock to adopt this Agreement (the “Required Company Vote”) is the only vote of the holders of any class or series of Company capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement hereby (including the Merger). (dc) Acquiror The Company has taken all action required to be taken by it in order to exempt this Agreement, the Merger and the other transactions contemplated by this Agreement from, and this Agreement, the Merger and the other transactions contemplated by this Agreement are exempt from, the requirements of any “moratorium,” “control share,” “fair price,” “affiliate transaction,” “business combination” or other anti-takeover laws and regulations of any state, including Section 203 of the DGCL. The Company has taken all action required to be taken by it in order to make this Agreement, the Merger and the other transactions contemplated by this Agreement comply with, and this Agreement, the Merger and the other transactions contemplated by this Agreement do comply with, the requirements of any articles, sections or provisions of Acquirorthe Company’s Articles Certificate of Incorporation or bylawsbylaws concerning “business combination,” “fair price,” “voting requirement,” “constituency requirement” or other related provisions.

Board Approval; Stockholder Vote Required. (a) The Acquiror Company Board, by resolutions duly adopted by unanimous vote of the entire Acquiror Board board of directors at a meeting duly called and held held, which resolutions have not as of the date of this Agreement been subsequently rescinded, modified or via written consent withdrawn in lieu thereof (the “Acquiror Board Approval”)any way, has duly (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement, the Merger and the other transactions contemplated by hereby, (iii) subject to the terms of this Agreement and has declared it advisable for Acquiror to enter into recommended that the Company’s stockholders adopt this Agreement, and (iv) directed that the Agreement be submitted for adoption by the stockholders of the Company at the Company Stockholders Meeting. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the Laws of the State of Delaware (including Section 203 of the DGCL), federal Law or the Laws of any other state in the United States is applicable to this Agreement, the Merger, the Voting and Support Agreements or the other transactions contemplated hereby and by the Voting and Support Agreements. (b) The board of directors of Merger Sub has (i) duly approved this Agreement, the Merger and the other transactions contemplated hereby and (ii) declared it advisable for Merger Sub to enter into this Agreement. Acquiror, as sole stockholder of Merger Sub, has approved and adopted this Agreement and the transactions contemplated by this Agreement (including the Merger). (c) No affirmative vote of the holders of a majority of the outstanding shares of Acquiror Common Stock to adopt this Agreement, at the Company Stockholders Meeting (the “Company Stockholder Approval”), is the only action of the holders of any class or series of the Company capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement hereby (including the Merger). (d) Acquiror has taken all action required to be taken by it in order to make this Agreement, the Merger and the other transactions contemplated by this Agreement comply with, and this Agreement, the Merger and the other transactions contemplated by this Agreement do comply with, the requirements of any articles, sections or provisions of Acquiror’s Articles of Incorporation or bylaws.

Board Approval; Stockholder Vote Required. (a) The Acquiror Boardboard of directors of the Company, by resolutions duly adopted by unanimous vote of the entire Acquiror Board board of directors at a meeting duly called and held or via written consent in lieu thereof (the “Acquiror "Company Board Approval”"), has duly (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement, the Merger and the other transactions contemplated by hereby, and (iii) recommended that the stockholders of the Company adopt this Agreement and has declared it advisable directed that such matter be submitted for Acquiror to enter into this Agreementconsideration by the stockholders of the Company at the Company Stockholders Meeting (as defined in Section 7.3(a)). (b) The board of directors of Merger Sub has (i) duly approved this Agreement, the Merger and the other transactions contemplated hereby and (ii) declared it advisable for Merger Sub to enter into this Agreement. Acquiror, as sole stockholder of Merger Sub, has approved and adopted this Agreement and the transactions contemplated by this Agreement (including the Merger). (c) No affirmative vote of the holders of at least a majority of the outstanding shares of Acquiror Company Common Stock to adopt this Agreement (the "Required Company Vote") is the only vote of the holders of any class or series of the Company capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement hereby (including the Merger). (dc) Acquiror None of the requirements of the "control share" statute set forth in Section 78.378 et seq. of the NRS, the "business combination" statute set forth in Section 78.411 et seq. of the NRS or any other "moratorium," "control share," "fair price," "affiliate transaction," "business combination" or other anti-takeover laws and regulations of any state are applicable to this Agreement, the Merger and the other transactions contemplated hereby. The Company has taken all action required to be taken by it in order to make this Agreement, the Merger and the other transactions contemplated by this Agreement hereby comply with, and this Agreement, the Merger and the other transactions contemplated by this Agreement hereby do comply with, the requirements of any articles, sections or provisions of Acquiror’s Articles the Company's articles of Incorporation incorporation or bylawsbylaws concerning "business combination," "fair price," "voting requirement," "constituency requirement" or other related provisions.

Board Approval; Stockholder Vote Required. (a) The Acquiror Boardboard of directors of the Company, by resolutions duly adopted by unanimous vote of the entire Acquiror Board board of directors at a meeting duly called and held or via written consent in lieu thereof (the “Acquiror Company Board Approval”), has duly (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement, the Merger and the other transactions contemplated by hereby, and (iii) recommended that the stockholders of the Company adopt this Agreement and has declared it advisable directed that such matter be submitted for Acquiror to enter into this Agreementconsideration by the stockholders of the Company at the Company Stockholders Meeting (as defined in Section 7.3(a)). (b) The board of directors of Merger Sub has (i) duly approved this Agreement, the Merger and the other transactions contemplated hereby and (ii) declared it advisable for Merger Sub to enter into this Agreement. Acquiror, as sole stockholder of Merger Sub, has approved and adopted this Agreement and the transactions contemplated by this Agreement (including the Merger). (c) No affirmative vote of the holders of at least a majority of the outstanding shares of Acquiror Company Common Stock to adopt this Agreement (the “Required Company Vote”) is the only vote of the holders of any class or series of the Company capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreement hereby (including the Merger). (dc) Acquiror None of the requirements of the “control share” statute set forth in Section 78.378 et seq. of the NRS, the “business combination” statute set forth in Section 78.411 et seq. of the NRS or any other “moratorium,” “control share,” “fair price,” “affiliate transaction,” “business combination” or other anti-takeover laws and regulations of any state are applicable to this Agreement, the Merger and the other transactions contemplated hereby. The Company has taken all action required to be taken by it in order to make this Agreement, the Merger and the other transactions contemplated by this Agreement hereby comply with, and this Agreement, the Merger and the other transactions contemplated by this Agreement hereby do comply with, the requirements of any articles, sections or provisions of Acquirorthe Company’s Articles articles of Incorporation incorporation or bylawsbylaws concerning “business combination,” “fair price,” “voting requirement,” “constituency requirement” or other related provisions.