Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by a unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions to which SPAC is a party, including the Merger, are fair to and in the best interests of SPAC and its stockholders, (ii) approved this Agreement and the Transactions to which SPAC is a party, including the Merger, and declared their advisability, (iii) recommended that the stockholders of SPAC approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement and (iv) directed that this Agreement, the Merger and the other transactions contemplated by this Agreement, be submitted for consideration by the stockholders of SPAC at the SPAC Stockholders’ Meeting.

Board Approval; Vote Required. (a) The SPAC Acquiror Board, by resolutions duly adopted by a unanimous majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions to which SPAC is a party, transactions contemplated by this Agreement (including the Merger, Domestication) are fair to and in the best interests of SPAC Acquiror and its stockholdersshareholders, (ii) approved this Agreement and the Transactions to which SPAC is a party, transactions contemplated by this Agreement (including the Merger, Domestication) and declared their advisability, (iii) recommended that the stockholders shareholders of SPAC Acquiror approve and adopt this Agreement, the Merger Agreement and the other transactions contemplated by Mergers, and directed that this Agreement and (iv) directed that this Agreement, the Merger and the other transactions contemplated by this Agreement, Mergers be submitted for consideration by the stockholders shareholders of SPAC Acquiror at the SPAC Acquiror Stockholders’ Meeting.

Board Approval; Vote Required. (a) The SPAC BoardMerger Sub 1 Board has, by resolutions duly adopted by a unanimous vote of those voting at a meeting duly called and held written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement Agreement, the Plan of Merger and the Transactions to which SPAC is a party, including the Merger, are fair to and in the best interests of Merger Sub 1 and SPAC and its stockholders(as the sole stockholder of Merger Sub 1), (ii) approved this Agreement Agreement, the Plan of Merger and the Transactions to which SPAC is a party, including the Merger, and declared their advisability, advisability and (iii) recommended that SPAC (as the stockholders sole stockholder of SPAC Merger Sub 1) approve and adopt this Agreement, Agreement and the Plan of Merger and approve the other transactions contemplated by Transactions and directed that this Agreement and (iv) directed that this Agreement, the Merger and the other transactions contemplated by this Agreement, Transactions be submitted for consideration by SPAC (as the stockholders sole stockholder of SPAC at the SPAC Stockholders’ MeetingMerger Sub 1).

Board Approval; Vote Required. (a) The SPAC Acquiror Board (acting following consultation with a duly formed transaction committee of the Acquiror Board), by resolutions duly adopted by a unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions to which SPAC is a partyTransactions, including the Blocker Mergers and the OpCo Merger, are fair to and in the best interests of SPAC Acquiror and its stockholders, ; (ii) approved this Agreement Agreement, the Restated Acquiror Charter and the Transactions to which SPAC is a party, including the Merger, Transactions; and declared their advisability, (iii) recommended that the stockholders of SPAC Acquiror approve and adopt this Agreement, the Merger Restated Acquiror Charter, and the other transactions contemplated by this Agreement and Transactions (iv) directed that this Agreement, including the Merger Blocker Mergers and the other transactions contemplated by this Agreement, be submitted for consideration by the stockholders of SPAC at the SPAC Stockholders’ MeetingOpCo Merger).

Board Approval; Vote Required. (a) The SPAC Acquiror Board, by resolutions duly adopted by a unanimous majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions to which SPAC is a party, (including the Merger, ) are fair to and in the best interests of SPAC and its stockholdersAcquiror, (ii) approved this Agreement and the Transactions to which SPAC is a party, (including the Merger, ) and declared their advisability, (iii) recommended that the stockholders shareholders of SPAC Acquiror approve and adopt this Agreement, the Merger Agreement and the other transactions contemplated by Merger, and directed that this Agreement and the Transactions (iv) directed that this Agreement, including the Merger and the other transactions contemplated by this AgreementMerger), be submitted for consideration by the stockholders shareholders of SPAC Acquiror at the SPAC Stockholders’ Acquiror General Meeting.

Board Approval; Vote Required. (a) The SPAC Acquiror Board, by resolutions duly adopted by a unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions to which SPAC is a party, including the Merger, are fair to and in the best interests of SPAC and its stockholdersAcquiror, (ii) approved this Agreement and the Transactions to which SPAC is a party, including the Merger, and declared their advisability, (iii) recommended that the stockholders shareholders of SPAC Acquiror approve and adopt this Agreement, the Merger Agreement and the other transactions contemplated by Merger, and directed that this Agreement and the Transactions (iv) directed that this Agreement, including the Merger and the other transactions contemplated by this AgreementMerger), be submitted for consideration by the stockholders shareholders of SPAC Acquiror at the SPAC Stockholders’ Acquiror General Meeting.

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by a unanimous vote of those voting at a meeting duly called quorate and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions to which SPAC is a party, (including the Merger, Mergers) are fair to and in the best interests of SPAC and its stockholdersSPAC, (ii) approved and adopted this Agreement and the Transactions to which SPAC is a party, (including the Merger, Mergers and the other Transactions) and declared their advisability, (iii) recommended that the stockholders shareholders of SPAC approve and adopt this Agreement, Agreement and approve the Merger Transactions (including the Mergers and the other transactions contemplated by Transactions), and directed that this Agreement and the Transactions (iv) directed that this Agreement, including the Merger Mergers and the other transactions contemplated by this AgreementTransactions), be submitted for consideration by the stockholders shareholders of SPAC at the SPAC StockholdersShareholders’ Meeting.

Board Approval; Vote Required. (a) The SPAC Foresight Board, by resolutions duly adopted by a unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions to which SPAC is a partytransactions contemplated hereby, including the P3 Merger, are fair to and in the best interests of SPAC Foresight and its stockholders, (ii) approved this Agreement and the Transactions to which SPAC is a party, including P3 Merger and the Merger, other Proxy Proposals and declared their advisability, (iii) recommended that the stockholders of SPAC Foresight approve and adopt this Agreement, the P3 Merger and the other transactions contemplated by this Agreement Proxy Proposals, and (iv) directed determined that this Agreement, the Merger and the other transactions contemplated by this Agreement, Proxy Proposals be submitted for consideration by the stockholders of SPAC Foresight at the SPAC Foresight Stockholders’ Meeting.

Board Approval; Vote Required. (a) The SPAC Acquiror Board, by resolutions duly adopted by a unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions to which SPAC is a party, (including the Merger, ) are fair to and in the best interests of SPAC and its stockholdersAcquiror, (ii) approved this Agreement and the Transactions to which SPAC is a party, (including the Merger, ) and declared their advisability, (iii) recommended that the stockholders shareholders of SPAC Acquiror approve and adopt this Agreement, the Merger Agreement and the other transactions contemplated by Merger, and directed that this Agreement and the Transactions (iv) directed that this Agreement, including the Merger and the other transactions contemplated by this AgreementMerger), be submitted for consideration by the stockholders shareholders of SPAC Acquiror at the SPAC Stockholders’ Acquiror General Meeting.

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by a unanimous vote of those voting at a meeting duly called quorate and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions to which SPAC is a party, (including the Merger, Mergers) are fair to and in the best interests of SPAC and its stockholdersSPAC, (ii) approved and adopted this Agreement and the Transactions to which SPAC is a party, (including the Merger, Mergers and the Private Placements) and declared their advisability, (iii) recommended that the stockholders shareholders of SPAC approve and adopt this AgreementAgreement and approve the Transactions (including the Mergers and Private Placements), the Merger and the other transactions contemplated by directed that this Agreement and the Transactions (iv) directed that this Agreement, including the Merger Mergers and the other transactions contemplated by this AgreementPrivate Placements), be submitted for consideration by the stockholders shareholders of SPAC at the SPAC StockholdersShareholders’ Meeting.

Board Approval; Vote Required. (a) The SPAC ShoulderUp Board and the Holdings Board, by resolutions duly adopted by a unanimous majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has have duly (i) determined that this Agreement and the Transactions to which SPAC is a party, including the Merger, transactions contemplated by this Agreement are fair to and in the best interests of SPAC ShoulderUp, Holdings and its the Merger Subs and their stockholders, (ii) approved this Agreement and the Transactions to which SPAC is a party, including the Merger, transactions contemplated by this Agreement and declared their advisability, (iii) recommended that the stockholders of SPAC ShoulderUp and Holdings approve and adopt this AgreementAgreement and Mergers, the Merger and the other transactions contemplated by directed that this Agreement and (iv) directed that this Agreement, the Merger and the other transactions contemplated by this AgreementMergers, be submitted for consideration by the stockholders of SPAC ShoulderUp at the SPAC ShoulderUp Stockholders’ Meeting.

Board Approval; Vote Required. (a) The SPAC InterPrivate Board, by resolutions duly adopted by a unanimous majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions to which SPAC is a party, including the Merger, transactions contemplated by this Agreement are fair to and in the best interests of SPAC InterPrivate and its stockholders, (ii) approved this Agreement and the Transactions to which SPAC is a party, including the Merger, transactions contemplated by this Agreement and declared their advisability, (iii) recommended that the stockholders of SPAC InterPrivate approve and adopt this AgreementAgreement and Merger, the Merger and the other transactions contemplated by directed that this Agreement and (iv) directed that this Agreement, the Merger and the other transactions contemplated by this AgreementMerger, be submitted for consideration by the stockholders of SPAC InterPrivate at the SPAC InterPrivate Stockholders’ Meeting.

Board Approval; Vote Required. (a) The SPAC BoardBoard of Directors of the Company, by resolutions duly adopted by a unanimous vote of those voting (who constituted all of the directors then in office) at a meeting duly called and held and not subsequently rescinded or modified in any wayway (the "Company Board Approval"), has duly (i) determined that this Agreement, the Company Stock Option Agreement and the Transactions to which SPAC is a partyMerger are advisable, including the Merger, are fair to and in the best interests of SPAC the Company and its stockholders, (ii) approved this Agreement and the Transactions to which SPAC is a party, including the Merger, and declared their advisability, (iii) recommended that the stockholders of SPAC the Company adopt and approve this Agreement and adopt this Agreement, approve the Merger and the other transactions contemplated by this Agreement and (iv) directed confirmed that this Agreement, the Merger and Company Stock Options will not accelerate as a result of the other transactions contemplated by this Agreement, be submitted for consideration by the stockholders of SPAC at the SPAC Stockholders’ MeetingMerger. The Company has no stockholders' rights plan or similar plan in effect.