Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved and adopted this Agreement and Agreement, the Merger and the other Transactions and declared their advisability, advisability and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve Agreement, the Merger and the other Transactions and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those members of the Company Board voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (ai) determined that this Agreement Agreement, the Voting Agreements and the Merger are fair to and in the best interests of the Company and its stockholders, (bii) approved this Agreement Agreement, the Voting Agreements and the Merger and declared their advisability, and (ciii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) Merger be submitted for consideration by the holders of Company Class A Common Stock at the Company Stockholders’ Meeting (as defined below), and (iv) confirmed that the Company Stock Options will not accelerate as a result of the Merger. Pursuant to Article Twelve of the Company’s stockholders. The Requisite Approval (Certificate of Incorporation, the “Company Stockholder Approval”) is the only vote limitations on business combinations contained in Section 203 of the holders of any class or series of capital stock of DGCL do not apply to the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the TransactionsCompany.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger Mergers are fair to and in the best interests of the Company and its stockholdersshareholders, (b) approved this Agreement and the Merger Mergers and declared their advisability, and (c) recommended that the stockholders shareholders of the Company approve and adopt this Agreement and approve the Merger Mergers and directed that this Agreement and the Transactions (including the MergerMergers) be submitted for consideration by the Company’s stockholdersshareholders. The Requisite Approval (the “Company Stockholder Approval”) Approval is the only vote of the holders of any class or series of capital stock or other securities of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) Approval is the only vote of the holders of any class or series of capital stock or other securities of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved and adopted this Agreement and the Merger and declared their advisability, and (c) approved the Merger and the other Transactions, (d) recommended that the approval and adoption of this Agreement and the Merger by the stockholders of the Company approve Company, and adopt (e) directed that, unless this Agreement and approve the Merger and directed has been terminated in accordance with Section 9.01, that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholdersstockholders (the “Company Board Approval”). The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger Mergers are fair to and in the best interests of the Company and its stockholdersCompany, (b) approved this Agreement and the Merger Mergers and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger Mergers and directed that this Agreement and the Transactions (including the MergerMergers) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock or other securities of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivereddelivered by the Company Stockholders that have executed Stockholder Support Agreements, would qualify as satisfy the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved and adopted this Agreement and declared its advisability and approved the Merger and declared their advisabilityTransactions (including the Merger), and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) Approval is the only vote of the holders of any class or series of capital stock or other securities of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Requisite Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Company Stockholder Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Requisite Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval approval, or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Company Merger are fair to and in the best interests of the Company and its stockholdersthe Company Stockholders, (b) approved this Agreement and the Company Merger and declared their advisability, and (c) recommended that the stockholders of the Company Stockholders approve and adopt this Agreement and approve the Company Merger and directed that this Agreement and the Transactions (including the Company Merger) be submitted for consideration by the Company’s stockholdersCompany Stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would will qualify as the Company Stockholder Requisite Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would will then be necessary to adopt this Agreement and approve consummate the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger Mergers are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger Mergers and declared their advisability, advisability and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger Mergers and directed that this Agreement and the Transactions (including the MergerMergers) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock or other securities of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved and adopted this Agreement and declared its advisability and approved the Merger and declared their advisabilityTransactions (including the Merger), and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholdersCompany Stockholders. The Requisite Approval (the “Company Stockholder Approval”) Approval is the only vote of the holders of any class or series of capital stock or other securities of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Requisite Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock or other securities of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The As of the date of this Agreement, the Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held as of (and not subsequently rescinded or modified in any wayway prior to) the execution of this Agreement, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are is fair to and in the best interests of the Company and its stockholdersthe Company Stockholders, (b) approved this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders of the Company Stockholders approve and adopt this Agreement and approve the Merger Merger, and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholdersCompany Stockholders. The Company Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock or other securities of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivereddelivered by Company Stockholders sufficient to constitute the Company Requisite Approval, would qualify as the constitute a valid Company Stockholder Requisite Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement Agreement, the Company Mergers and the Merger other Transactions are fair to and in the best interests of the Company and its stockholdersthe Company Members, (b) approved and adopted this Agreement Agreement, the Company Mergers and the Merger other Transactions and declared their advisability, and (c) recommended that the stockholders of the Company Members approve and adopt this Agreement and approve the Merger Company Mergers and the other Transactions and directed that this Agreement and the Transactions (including the MergerCompany Mergers) be submitted for consideration by the Company’s stockholdersCompany Members. The Requisite Approval (Company Written Consent, if executed and delivered to Parent, would qualify as the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary approval to adopt this Agreement and approve the Transactions. The Written Consent, if executed Company Mergers and delivered, would qualify as the Company Stockholder Approval other Transactions and no additional approval or vote from any holders of any class or series of capital stock of the Company Members would then be necessary to adopt this Agreement and approve consummate the Company Mergers and the other Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholdersMembers, (b) approved this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders of the Company Members approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholdersMembers. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock Units of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Requisite Approval and no additional approval or vote from any holders of any class or series of capital stock Units of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The As of the date hereof, the Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability, and (c) subject to Section 7.05, recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger (the “Company Board Recommendation”) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivereddelivered to the Company, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve consummate the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger Transactions (including the Merger) are fair to and in the best interests of the Company and its stockholdersshareholders, (b) approved this Agreement and the Merger Transactions (including the Merger) and declared their advisability, and (c) recommended that the stockholders shareholders of the Company approve and adopt this Agreement and approve the Merger Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholdersshareholders. The Requisite Approval (the “Company Stockholder Shareholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written ConsentCompany Shareholder Vote, if executed and deliveredobtained, would qualify as the Company Stockholder Shareholder Approval and no additional approval approval, or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (ai) determined that this Agreement and the Merger Transactions (including the Merger) are fair to to, and in the best interests of of, the Company and its stockholders, (bii) approved and adopted this Agreement and the Merger Transactions (including the Merger) and declared their advisability, and (ciii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) Approval is the only vote of the holders of any class or series of capital stock or other securities of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Requisite Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company BoardBoard (including any required committee or subgroup of such board), by resolutions duly adopted by unanimous vote either at least a majority of those the directors voting at a meeting duly called and held or unanimous resolution of the directors, and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved and adopted this Agreement and the Merger and declared their advisabilityadvisability and approved the Merger and the other Transactions, and (c) recommended that the stockholders of the Company Stockholders approve and adopt this Agreement and approve the Merger Merger, and (d) directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholdersCompany Stockholders. The Requisite Approval (adoption of this Agreement by the “affirmative vote or consent of the holders of at least a majority in voting power of the holders of Company Stockholder Approval”) Common Stock is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the TransactionsMerger (the “Company Stockholder Approval”). The Written Consent, if executed and delivered, would qualify Consent qualifies as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions and consummate the Transactions.

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (ai) determined that this Agreement and the Merger Transactions (including the Mergers) are fair to to, and in the best interests of of, the Company and its stockholders, (bii) approved and adopted this Agreement and the Merger Transactions (including the Mergers) and declared their advisability, and (ciii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger Transactions (including the Mergers) and directed that this Agreement and the Transactions (including the MergerMergers) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) Approval is the only vote of the holders of any class or series of capital stock or other Equity Securities of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivereddelivered by stockholders of the Company holding sufficient shares of capital stock of the Company to deliver the Requisite Company Stockholder Approval, would qualify as the Requisite Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement Agreement, the Mergers and the Merger other Transactions are fair to and in the best interests of the Company and its stockholdersCompany, (b) approved this Agreement Agreement, the Mergers and the Merger other Transactions and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger Mergers and the other Transactions and directed that this Agreement and the Transactions (including the MergerMergers) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock or other securities of the Company necessary to adopt this Agreement and approve the Mergers and the other Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Mergers and the other Transactions.

Board Approval; Vote Required. The Company JC Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (ai) determined that this Agreement Agreement, the Restructuring Plan, the Restructuring and the Merger Transactions are fair to and in the best interests of the Company and its stockholders, (bii) approved and adopted this Agreement and the Merger Transactions and declared their advisability, (iii) approved the Restructuring Plan and (civ) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Merger Transactions (including the Merger) be submitted for consideration by the stockholders of the Company’s stockholders. The Requisite New JC Stockholder Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other Merger Transactions. The Written Consent, if executed and delivereddelivered to Parent, would qualify as the Company Requisite New JC Stockholder Approval and no additional approval or vote (other than in connection with the Restructuring) from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve consummate the Merger and the other Merger Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger Transactions, including the Mergers, are fair to and in the best interests of the Company and its stockholdersthe Company Holders, (b) approved this Agreement and the Merger Transactions, including the Mergers, and declared their advisability, and (c) recommended that the stockholders of the Company Holders approve and adopt this Agreement and approve the Merger Transactions, including the Mergers, and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholdersCompany Holders. The Requisite Company Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company Equity Securities necessary to adopt this Agreement and approve the Transactions, including the Mergers. The Written Consent, if executed and delivered, would qualify as the Requisite Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company Equity Securities would then be necessary to adopt this Agreement and approve the Transactions., including the Mergers. 50

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is are the only vote votes of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous or majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved and adopted this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) Approval is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivereddelivered to the Company, would qualify as the Requisite Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve consummate the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by a unanimous vote of those voting the full board of directors at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if when executed and delivered, would qualify as the Company Stockholder Approval and no additional approval approval, or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (ai) determined that this Agreement and the Merger Transactions (including the Mergers) are fair to and in the best interests of the Company and its stockholdersCompany, (bii) approved and adopted this Agreement and the Merger Transactions (including the Mergers) and declared their advisability, and (ciii) recommended that the stockholders shareholders of the Company approve and adopt this Agreement and approve the Merger Transactions (including the Mergers) and directed that this Agreement and the Transactions (including the MergerMergers) be submitted for consideration by the Company’s stockholdersshareholders. The Requisite Company Shareholder Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the or other Company Equity Interests necessary to adopt this Agreement and approve the Transactions. The Written Consent, if shareholder resolutions of the Company executed and delivereddelivered by shareholders of the Company holding sufficient shares of capital of the Company to deliver the Requisite Company Shareholder Approval, would qualify as the Requisite Company Stockholder Shareholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger Transactions, including the Merger, are fair to and in the best interests of the Company and its stockholdersthe Company Holders, (b) approved this Agreement and the Merger Transactions, including the Merger, and declared their advisability, and (c) recommended that the stockholders of the Company Holders approve and adopt this Agreement and approve the Merger Transactions, including the Merger, and directed that this Agreement and the Transactions (Transactions, including the Merger) , be submitted for consideration by the Company’s stockholdersCompany Holders. The Requisite Nerdy Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company Equity Securities necessary to adopt this Agreement and approve the Transactions, including the Merger. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Requisite Nerdy Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company Equity Securities would then be necessary to adopt this Agreement and approve the Transactions, including the Merger.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger Mergers are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger Mergers and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger Mergers and directed that this Agreement and the Transactions (including the MergerMergers) be submitted for consideration by the Company’s stockholdersCompany Stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivereddelivered by the Key Company Stockholders, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger Transactions are fair to and in the best interests of the Company and its stockholdersthe Company Holders, (b) approved this Agreement and the Merger Transactions and declared their advisability, and (c) recommended that the stockholders of the Company Holders approve and adopt this Agreement and approve the Merger Transactions, and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholdersCompany Holders. The Requisite Company Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company Equity Securities necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Requisite Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company Equity Securities would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholdersCompany, (b) approved this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders shareholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholdersshareholders. The Requisite Approval (the “Company Stockholder Shareholder Approval”) is the only vote of the holders of any class or series of capital stock or other securities of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Shareholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would will qualify as the Company Stockholder Requisite Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would will then be necessary to adopt this Agreement and approve consummate the Transactions.

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (ai) determined that this Agreement and the Merger Transactions (including the Mergers) are fair to to, and in the best interests of of, the Company and its stockholders, (bii) approved and adopted this Agreement and the Merger Transactions (including the Mergers) and declared their advisability, and (ciii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger Transactions (including the Mergers) and directed that this Agreement and the Transactions (including the MergerMergers) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) Approval is the only vote of the holders of any class or series of capital stock or other securities of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Requisite Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholdersCompany, (b) approved this Agreement and the Merger and declared their advisability, advisability and (c) recommended that the stockholders members of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholdersmembers. The Requisite Approval (the “Company Stockholder Member Approval”) is the only vote of the holders of any class or series of capital stock of the Company Equity Interests necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Member Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company Equity Interests would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholdersthe Stockholders, (b) approved and adopted this Agreement and the Merger and declared their advisability, and (c) approved the Transactions, including the Merger, in accordance with the DGCL on the terms and subject to the conditions of this Agreement, (d) recommended that the stockholders approval and adoption of the Company approve and adopt this Agreement and approve the Merger by the Stockholders, and (e) directed that, unless this Agreement has been terminated in accordance with Article 9.3(g), that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholdersStockholders. The Requisite Approval (the “Company Stockholder Approval”) Approval is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company BoardBoard (including any required committee or subgroup of such board), by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger Transactions (including the Company Amalgamation) are fair to to, advisable and in the best interests of the Company and its stockholdersthe Company Shareholders, (b) approved this Agreement and the Merger Transactions (including the Company Amalgamation) and declared their advisability, advisability and (c) recommended that the stockholders of the Company Shareholders approve and adopt this Agreement and Agreement, approve the Merger Transactions (including the Company Amalgamation) and directed authorize the Plan of Arrangement and direct that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholdersCompany Shareholders. The Requisite adoption of this Agreement by the Company Required Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock shares of the Company necessary to adopt this Agreement and approve the TransactionsCompany Amalgamation. The Written Consent, if executed and delivered, Unanimous approval of Company Shareholders would qualify as the Company Stockholder Required Approval and no additional approval or vote from any holders of any class or series of capital stock shares of the Company would then be necessary to adopt this Agreement and approve the Transactions and consummate the Transactions.