Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. (a) The Parent Board, by resolutions duly adopted by a vote of the members of the Parent Board at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Parent and its stockholders, (ii) approved this Agreement and the Transactions and declared their advisability, and (iii) recommended that the stockholders of Parent approve and adopt this Agreement and the Merger, and directed that this Agreement and the Merger, be submitted for consideration by the stockholders of Parent at the Parent Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock. (c) Merger Sub, by resolutions duly adopted by written consent of its sole member and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger is fair to and in the best interests of Merger Sub and its sole member, and (ii) approved this Agreement and the Merger and declared their advisability. (d) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement is the affirmative vote of the sole member of Merger Sub.

Board Approval; Vote Required. (a) The Parent Company Board, by unanimous written resolutions duly adopted by a vote of the members of the Parent Board at a meeting duly called and held and not subsequently rescinded or modified in any waymodified, has duly (i) determined that this Agreement and the Transactions Merger are fair to and in the best interests of Parent the Company, and its stockholders, (ii) approved this Agreement and the Transactions Transactions. The Company has obtained the approvals necessary under the QBCA and declared their advisability, and (iii) recommended that the stockholders of Parent Unanimous Shareholders Agreement to approve and adopt this Agreement and the Merger, and directed that this Agreement and the Merger, be submitted for consideration by the stockholders of Parent at the Parent Stockholders’ MeetingTransactions. (b) The only vote of the holders of any class or series of capital stock of Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock. (c) Merger SubSub Board, by resolutions duly adopted by written consent of its sole member and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger is are fair to and in the best interests of Merger Sub and its sole memberstockholder, and (ii) approved this Agreement and the Merger and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions be submitted for consideration by the sole stockholder of Merger Sub. (dc) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement Transactions is the affirmative vote of the sole member holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The Parent WebMD Board, by resolutions duly adopted by a vote upon the unanimous recommendation of the members of the Parent Board Special Committee, at a meeting duly called and held pursuant to the DGCL and WebMD’s organizational documents, has adopted resolutions which were not subsequently rescinded or modified in any way, has duly way (i) determined that approving and declaring advisable this Agreement Agreement, the Merger and the Transactions are fair to and other Transactions, (ii) declaring that it is in the best interests of Parent the stockholders of WebMD that WebMD enter into this Agreement and its stockholdersconsummate the Transactions, including the Share Issuance, (iiiii) approved directing that the adoption of this Agreement and the Transactions and declared their advisability, approval of the Share Issuance be submitted to a vote at a meeting of the stockholders of WebMD and (iiiiv) recommended recommending that the stockholders of Parent approve and WebMD adopt this Agreement and approve the Merger, and directed that this Agreement and the Merger, be submitted for consideration by the stockholders of Parent at the Parent Stockholders’ MeetingShare Issuance. (b) The only vote votes of the holders of any class or series of capital stock of Parent WebMD necessary (i) to approve the Transactions adopt this Agreement is the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Parent WebMD Common Stock. (c) Merger Sub, by resolutions duly adopted by written consent of its sole member and not subsequently rescinded or modified Stock in any way, has duly (i) determined that this Agreement and the Merger is fair to and in the best interests of Merger Sub and its sole member, favor thereof; and (ii) approved this Agreement and the Merger and declared their advisability. (d) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement Share Issuance is the affirmative vote of the sole member holders of Merger Suba majority of the voting power of the outstanding shares of WebMD Common Stock present or represented at the meeting and entitled to vote on such matter.

Board Approval; Vote Required. (a) The Parent BoardHoldCo Board has, by resolutions duly adopted by a written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are in the best interests of HoldCo and (ii) approved this Agreement and the Transactions. (b) The only vote of the members holders of any class or series of share capital of HoldCo that is necessary to approve this Agreement, the Parent Exchange and the Transactions is the HoldCo Requisite Approval. (c) Merger Sub Board at a meeting has, by resolutions duly called and held adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Parent Merger Sub and its stockholdersHoldCo (as the sole shareholder of Merger Sub), (ii) approved this Agreement and the Transactions and declared their advisability, advisability and (iii) recommended that HoldCo (as the stockholders sole shareholder of Parent Merger Sub) approve and adopt this Agreement and approve the Merger, Transactions and directed that this Agreement and the Merger, Transactions be submitted for consideration by HoldCo (as the stockholders sole shareholder of Parent at the Parent Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock. (c) Merger Sub, by resolutions duly adopted by written consent of its sole member and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger is fair to and in the best interests of Merger Sub and its sole member, and (ii) approved this Agreement and the Merger and declared their advisability). (d) The only vote of the holders of any class or series of share capital stock of Merger Sub that is necessary to approve this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement hereby is the affirmative vote of HoldCo as sole shareholder of all outstanding shares in the sole member capital of Merger Sub.

Board Approval; Vote Required. (a) The Parent BoardHoldco Board has, by resolutions duly adopted by a written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are in the best interests of Holdco and (ii) approved this Agreement and the Transactions. (b) The only vote of the members holders of any class or series of capital stock of Holdco that is necessary to approve this Agreement, the Parent Exchanges and the Transactions is the Holdco Requisite Approval. (c) Merger Sub Board at a meeting has, by resolutions duly called and held adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Parent Merger Sub and its stockholdersHoldco (as the sole shareholder of Merger Sub), (ii) approved this Agreement and the Transactions and declared their advisability, advisability and (iii) recommended that Holdco (as the stockholders sole shareholder of Parent Merger Sub) approve and adopt this Agreement and approve the Merger, Transactions and directed that this Agreement and the Merger, Transactions be submitted for consideration by Holdco (as the stockholders sole shareholder of Parent at the Parent Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock. (c) Merger Sub, by resolutions duly adopted by written consent of its sole member and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger is fair to and in the best interests of Merger Sub and its sole member, and (ii) approved this Agreement and the Merger and declared their advisability). (d) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement Transactions is the affirmative vote of the Holdco as sole member stockholder of all outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The Parent Board, by resolutions duly adopted by a vote of the members of the Parent Board 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 are fair to and in the best interests of Parent and its stockholders, (ii) approved this Agreement and the Transactions and declared their advisability, and (iii) recommended that the stockholders of Parent approve and adopt this Agreement and the Merger, and directed that this Agreement and the Merger, be submitted for consideration by the stockholders of Parent at the Parent Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock. (c) The Merger SubSub Board, by resolutions duly adopted by unanimous written consent of its sole member and not subsequently rescinded or modified in any way, has have each duly (i) determined that this Agreement and the Merger is fair to and in the best interests of Merger Sub and its sole memberstockholder, and (ii) approved this Agreement and the Merger and declared their advisability, and (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement is the affirmative vote of the sole member holders of a majority of the outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The Parent Board, by resolutions duly adopted by a unanimous vote of the members of the Parent Board those voting at a meeting duly called and held held, or by unanimous written consent, and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Parent and its stockholders, (ii) approved this Agreement and the Transactions and declared their advisability, and (iii) recommended that the stockholders of Parent approve and adopt this Agreement Agreement, the Merger and the Mergerother Transactions, and directed that this Agreement Agreement, the Merger and the Mergerother Transactions, as applicable, be submitted for consideration by the stockholders of Parent at the Parent Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock shares of Parent necessary to approve the Transactions is the affirmative vote of holders present (in person or by proxy) at the holders of Parent Stockholders’ Meeting representing a majority of the then-outstanding shares Parent Shares of Parent Common Stocksuch holders present and voting. (c) The board of directors of Merger Sub, by resolutions duly adopted by unanimous written consent of its sole member and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement Agreement, the Merger and the Merger is fair to and other Transactions are in the best interests of Merger Sub and its sole member, and (ii) approved this Agreement and Agreement, the Merger and declared their advisabilitythe other Transactions. (d) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement Transactions is the affirmative vote of the sole member stockholder of Merger Sub.

Board Approval; Vote Required. (a) The Parent Buyer Board, by resolutions duly adopted by a majority vote of the members of the Parent Board 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 are fair to and in the best interests of Parent the Buyer and its stockholders, (ii) approved this Agreement and the Transactions and declared their advisability, advisability and (iii) recommended that the stockholders of Parent the Buyer approve and adopt this Agreement and the Merger, and directed that this Agreement and the Merger, be submitted for consideration by the stockholders of Parent the Buyer at the Parent Buyer Stockholders’ Meeting. (b) . The only vote of the holders of any class or series of capital stock of Parent the Buyer necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Parent Buyer Class A Common StockStock and the Sponsor Shares, voting as a single class. (cb) Merger SubThe Newco Member, by resolutions duly adopted by written consent of its sole member and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger is are fair to and in the best interests of Merger Sub Newco and its sole member, member and (ii) approved this Agreement and the Merger and declared their advisability. (d) . The only vote of the holders of any class or series of capital stock equity securities of Merger Sub Newco that is necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement is the affirmative vote of the sole member holders of Merger Suba majority of the outstanding Newco Units.

Board Approval; Vote Required. (a) The Parent Board, Holdco Board has by resolutions duly adopted by a vote of the members of the Parent Board at a meeting duly called and held written consent and not subsequently rescinded or modified in any way, has (i) determined that this Agreement and the Transactions are in the best interests of Holdco and (ii) approved this Agreement and the Transactions. (b) The only vote of the holders of any class or series of capital of Holdco that is necessary to approve this Agreement, the Exchange and the Transactions is the Holdco Shareholder Approvals. (c) Merger Sub Board has, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, (i) determined that this Agreement and the Transactions are fair to and in the best interests of Parent Merger Sub and its stockholdersHoldco (as the sole shareholder of Merger Sub), (ii) approved this Agreement and the Transactions and declared their advisability, advisability and (iii) recommended that Holdco (as the stockholders sole shareholder of Parent Merger Sub) approve and adopt this Agreement and approve the Merger, Transactions and directed that this Agreement and the Merger, Transactions be submitted for consideration by Holdco (as the stockholders sole shareholder of Parent at the Parent Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock. (c) Merger Sub, by resolutions duly adopted by written consent of its sole member and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger is fair to and in the best interests of Merger Sub and its sole member, and (ii) approved this Agreement and the Merger and declared their advisability). (d) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement Transactions is the affirmative vote of the Holdco as sole member stockholder of all outstanding shares of Merger SubSub Common Stock.

Board Approval; Vote Required. (a) The Parent Board, Holdco Board has by resolutions duly adopted by a vote of the members of the Parent Board 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 and the Transactions are in the best interests of Holdco and (ii) approved this Agreement and the Transactions and shall, prior to the Closing Date, cause the Holdco Delegate Resolutions to be issued. (b) The only vote of the holders of any class or series of capital of Holdco that is necessary to approve this Agreement, the Exchange and the Transactions is the Holdco Shareholder Approval. (c) Merger Sub Board has, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Parent Merger Sub and its stockholdersHoldco (as the sole shareholder of Merger Sub), (ii) approved this Agreement and the Transactions and declared their advisability, advisability and (iii) recommended that Holdco (as the stockholders sole shareholder of Parent Merger Sub) approve and adopt this Agreement and approve the Merger, Transactions and directed that this Agreement and the Merger, Transactions be submitted for consideration by Holdco (as the stockholders sole shareholder of Parent at the Parent Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock. (c) Merger Sub, by resolutions duly adopted by written consent of its sole member and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger is fair to and in the best interests of Merger Sub and its sole member, and (ii) approved this Agreement and the Merger and declared their advisability). (d) The only shareholder vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement Transactions is the affirmative vote of the Holdco as sole member shareholder of Merger Sub.

Board Approval; Vote Required. (a) The Parent SPAC Board, by resolutions duly adopted by a unanimous vote of the members of the Parent Board those voting at a meeting duly called and held and that has not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated by this Agreement are fair to and in the best interests of SPAC and its stockholders, (ii) approved this Agreement and the Transactions and declared their advisability, and (iii) recommended that the stockholders of SPAC approve and adopt this Agreement and the Transactions and directed that this Agreement and the Transactions, be submitted for consideration by the stockholders of SPAC at the SPAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of SPAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock. (c) SPAC, in its capacity as the sole member of OpCo, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Parent and its stockholders, (ii) approved this Agreement and the Transactions and declared their advisability, and (iii) recommended that the stockholders of Parent approve and adopt this Agreement and the Merger, and directed that this Agreement and the Merger, be submitted for consideration by the stockholders of Parent at the Parent Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock. (c) Merger Sub, by resolutions duly adopted by written consent of its sole member and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger is fair to and in the best interests of Merger Sub and its sole member, OpCo and (ii) approved this Agreement and the Merger and declared their advisabilityTransactions. (d) The only vote of the holders of any class or series of capital stock equity interests of Merger Sub that is OpCo necessary to approve this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement Transactions is the affirmative vote consent of the sole member of Merger SubOpCo.

Board Approval; Vote Required. (a) The Parent Boardboard of directors of Merger Sub, by resolutions duly adopted by a unanimous vote of the members of the Parent Board 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 are Merger is fair to to, and in the best interests of Parent of, Merger Sub and its stockholderssole stockholder, (ii) has approved and adopted this Agreement and declared its advisability and approved the Transactions Merger and declared their advisability, the other transactions contemplated by this Agreement and (iii) recommended that the stockholders approval and adoption of Parent approve this Agreement, the Merger and adopt the other transactions contemplated by this Agreement and the Merger, and directed that this Agreement and the Merger, be submitted for consideration by the stockholders sole stockholder of Parent at the Parent Stockholders’ MeetingMerger Sub. (b) The only vote of the holders of any class or series of capital stock of Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock. (c) Merger Sub, by resolutions duly adopted by written consent of its sole member and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger is fair to and in the best interests of Merger Sub and its sole member, and (ii) approved this Agreement and the Merger and declared their advisability. (d) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement is the affirmative vote of the sole member holders of a majority of the outstanding shares of Merger SubSub Common Stock (“Merger Sub Stockholder Approval”). (c) The NewCo Board has duly (i) determined that this Agreement and the transactions contemplated by this Agreement are fair to and in the best interests of NewCo and its business, taking into account the interests of its sole shareholder, and (ii) approved this Agreement and the Transactions and declared their advisability. No vote of the holders of any class or series of capital stock of NewCo is necessary to approve this Agreement, the Merger, the Share Transfer and the other transactions contemplated by this Agreement.

Board Approval; Vote Required. (a) The Parent SPAC Board, by resolutions duly adopted by a majority vote of the members of the Parent Board those voting at a meeting duly called and held and that has not been subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions transactions contemplated by this Agreement are fair to and in the best interests of Parent SPAC and its stockholders, (ii) approved this Agreement and the Transactions transactions contemplated by this Agreement and declared their advisability, and (iii) recommended that the stockholders of Parent SPAC approve and adopt this Agreement Agreement, the Combination Transactions and the Mergerother Transactions, and directed that this Agreement Agreement, the Combination Transactions and the Mergerother Transactions, be submitted for consideration by the stockholders of Parent SPAC at the Parent SPAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of Parent SPAC necessary to approve the Transactions transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of Parent SPAC Common Stock. (c) Merger SPAC, in its capacity as the sole member of SPAC Sub, by resolutions duly adopted by written consent of its sole member and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement Agreement, the Combination Transactions and the Merger is other Transactions are fair to and in the best interests of Merger SPAC Sub and its sole member, and (ii) approved this Agreement Agreement, the Combination Transactions and the Merger and declared their advisabilityother Transactions. (d) The only vote of the holders of any class or series of capital stock equity interests of Merger SPAC Sub that is necessary to approve this Agreement, the Merger Combination Transactions and the other transactions contemplated by this Agreement Transactions is the affirmative vote consent of the sole member of Merger SPAC Sub.

Board Approval; Vote Required. (a) The Parent Board, by resolutions duly adopted by a vote of the members of the Parent New PubCo Board 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 are fair to and in the best interests of Parent New PubCo and its stockholdersSPAC (as the sole stockholder of New PubCo) and (ii) approved this Agreement, the Ancillary Agreements to which New PubCo is or will be a party and the transactions contemplated hereby and thereby and declared their advisability. (b) The Merger Sub Board has (i) determined that this Agreement and the Transactions are fair to and in the best interests of Merger Sub and New PubCo (as the sole stockholder of Merger Sub), (ii) approved this Agreement and the Transactions and declared their advisability, advisability and (iii) recommended that New PubCo (as the stockholders sole stockholder of Parent Merger Sub) approve and adopt this Agreement and approve the Merger, Transactions and directed that this Agreement and the Merger, Transactions be submitted for consideration by New PubCo (as the stockholders sole stockholder of Parent at the Parent Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Parent Common StockMerger Sub). (c) On or prior to the date of this Agreement, New PubCo, as the sole stockholder of Merger Sub, by resolutions duly has approved and adopted by written consent of its sole member and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger is fair each Ancillary Agreement to and in the best interests of which Merger Sub is, or is contemplated to be, a party and its sole memberhas approved the Transactions, and (ii) approved this Agreement and the Merger and declared their advisability. (d) The only no other vote or consent of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger and the other transactions contemplated by this any Ancillary Agreement is the affirmative vote or any of the sole member of Merger SubTransactions.

Board Approval; Vote Required. (a) The Parent BoardBoard of Directors of Parent, by resolutions duly adopted by a vote of the members of the Parent Board at a meeting duly called and held and not subsequently rescinded or modified in any wayway (the "Parent Board Approval"), has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Parent and its stockholders, (ii) approved this Agreement and the Transactions and declared their advisability, Merger and (iiiii) recommended that the stockholders of Parent approve and adopt this Agreement and the issuance of Parent Common Shares in connection with the Merger, and directed that this Agreement and the Merger, be submitted for consideration by the stockholders of Parent at the Parent Stockholders’ Meeting. (b) The affirmative vote at the Parent Stockholders' Meeting (as defined in Section 6.01(a) below) of a majority of the total votes cast in person or by proxy on the proposal to approve the issuance of Parent Common Shares pursuant to the Merger (the "Parent Stockholder Approval") is the only vote of the holders of any class or series of Parent's capital stock of Parent necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stocktransactions contemplated by this Agreement. (c) The Board of Directors of Merger Sub, by pursuant to resolutions duly adopted by written consent of its the sole member director and not subsequently rescinded or modified in any way, has duly (i) determined that approved this Agreement and the Merger is fair to and in the best interests Merger. (d) Parent, as sole stockholder of Merger Sub Sub, pursuant to resolutions duly adopted by written consent and its sole membernot subsequently rescinded or modified in any way, and (ii) has duly approved this Agreement and the Merger and declared their advisability. (d) The only vote of the holders of any class or series of capital stock of "Merger Sub that is necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement is the affirmative vote of the sole member of Merger SubStockholder Approval").

Board Approval; Vote Required. (a) The Parent SPAC Board, by resolutions duly adopted by a vote all of the members of the Parent Board directors voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that approved and adopted this Agreement and the Transactions are fair to declared its advisability and in the best interests of Parent and its stockholders, (ii) approved this Agreement and the Transactions and declared their advisability, and (iii) recommended that the stockholders of Parent SPAC Shareholders approve and adopt this Agreement and the MergerTransactions, and directed that this Agreement and the Merger, Transactions be submitted for consideration by the stockholders of Parent SPAC Shareholders at the Parent StockholdersSPAC Shareholders’ Meeting. (b) The approval and adoption of the SPAC Proposals by a simple majority (or a majority of not less than two-thirds in respect of matters required to be passed by special resolutions under the Cayman Islands Companies Act and/or the SPAC Articles) of the issued and outstanding shares of SPAC Ordinary Shares that are voted at the SPAC Shareholders’ Meeting is the only vote of the holders of any class or series of capital stock shares of Parent SPAC necessary to adopt this Agreement and approve the Transactions is (the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock“SPAC Required Shareholders Approval”). (c) SPAC, as the sole member and manager of Umbrella Merger Sub, by resolutions duly adopted by written consent of its sole member and not subsequently rescinded or modified in any way, duly has duly (i) determined that this Agreement and the Umbrella Merger is fair to to, and in the best interests of of, Umbrella Merger Sub and its sole memberSub, and (ii) has approved and adopted this Agreement and the Merger and declared their advisabilityUmbrella Merger. (d) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement is the affirmative vote of the sole member of Merger Sub.