Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by a vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders,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 of the approval and adoption of this Agreement (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.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by a requisite vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of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 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 affirmative vote of the approval and adoption holders of this Agreement at least a majority of the shares of Company Common Stock outstanding, voting together as a single class (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of Capital Stock or other securities capital stock of the Company necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. (a) The Company 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voting (who constituted all of the directors then in office) at a meeting duly called and held and not subsequently rescinded or modified in any wayway (the “Company Board Approval”), has duly (ai) determined that this Agreement and the Merger are advisable, fair to and in the best interests of the Company and its stockholders, (bii) approved this Agreement 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 Agreement. (including the Mergerb) be submitted for consideration by the Company’s stockholders. The Requisite Approval of the approval and adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of Capital Stock or other securities stock of the Company necessary to adopt this Agreement and approve the Transactionsother transactions contemplated by this Agreement is the Company Stockholder Approval.

Board Approval; Vote Required. (a) The Company 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 wayway on or prior to the date hereof (the "Company Board Approval"), has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (bi) approved this Agreement and the Merger Merger, and declared their advisability determined that the execution, delivery and performance of this Agreement is advisable and (cii) recommended that the stockholders of the Company approve the Merger and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the Company’s stockholders. 's stockholders at the Company Stockholders' Meeting (as hereinafter defined). (b) The Requisite Company Stockholders' Approval of the approval and adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of Capital Stock or other securities capital stock of the Company necessary to approve and adopt this Agreement Agreement, the Merger and approve the Transactionsother transactions contemplated by this Agreement.

Board Approval; Vote Required. The Company BoardBoard of Directors of the Company, 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, 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 Shareholders, (b) approved this Agreement and the Merger Transactions (including the Merger) and declared their advisability advisability, and (c) recommended that the stockholders of the Company Shareholders 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 of the Shareholders. The Company Requisite Approval of the approval and adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of Capital Stock or other securities capital stock of the Company necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company 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, 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 stockholderssole stockholder, (b) approved this Agreement and the Merger and declared their advisability advisability, and (c) recommended that the stockholders sole stockholder of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the Company’s stockholderssole stockholder. The Requisite Approval affirmative vote of Holdings (as the approval and adoption of this Agreement (the “Company Stockholder Approval”Company’s sole stockholder) is the only vote of the holders of any class or series of Capital Stock or other securities stockholders of the Company necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by a vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, 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 of the approval and adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of Capital Stock capital stock or other securities of the Company necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company BoardBoard of Directors of the Company, 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, 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 stockholdersShareholders, (b) approved this Agreement and the Merger Transactions (including the Merger) and declared their advisability advisability, and (c) recommended that the stockholders of the Company Shareholders 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 Company Requisite Approval of the approval and adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of Capital Stock or other securities capital stock of the Company necessary to adopt this Agreement and approve the Transactions.