Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted at a meeting duly called and held, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company's stockholders, (ii) approved this Agreement and declared its advisability, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting (collectively, the "Company Board Recommendation"). (b) The only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement is the adoption of this Agreement by holders of a majority of the combined voting power of the outstanding shares of Company Common Stock (the "Stockholder Approval").

Board Approval; Vote Required. (a) The Company BoardBoard of Directors of the Company, by resolutions duly adopted by unanimous vote of those voting (who constituted all of the directors then in office) at a meeting duly called and heldheld and not subsequently rescinded or modified in any way (the "Company Board Approval"), has duly (i) determined that this Agreement and the Merger are advisable, fair to and in the best interests of the Company's Company and its stockholders, (ii) approved this Agreement and declared its advisability, the Merger and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting (collectively, the "Company Board Recommendation")Agreement. (b) The only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and the other transactions contemplated by this Agreement is the adoption of this Agreement by holders of a majority of the combined voting power of the outstanding shares of Company Common Stock (the "Stockholder Approval").

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote at a meeting duly called and heldheld and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and is in the best interests of the Company's Company and its stockholders, (ii) approved this Agreement and declared its advisability, and (iii) recommended resolved to recommend that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company's ’s stockholders at the Company Stockholders' Meeting (collectively, the "Company Board Recommendation")Stockholder Meeting. (b) The only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement is the adoption of this Agreement by holders of a majority of the combined voting power of the outstanding shares of Company Common Stock (the "Stockholder Approval").

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted at a meeting duly called and held, has duly duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company's stockholders’s shareholders, (ii) approved this Agreement and declared its advisabilityAgreement, and (iii) recommended that the stockholders shareholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company's stockholders ’s shareholders at the Company Stockholders' Meeting (collectively, the "Company Board Recommendation")Shareholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement is the adoption of this Agreement by holders of a majority of the combined voting power of the outstanding shares of Company Common Stock (the "Stockholder Approval")Stock, voting together, as one class.

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted at a meeting duly called and held, Board has duly (i) determined that this Agreement the Contemplated Transactions, including the Mergers, are advisable and the Merger are fair to to, and in the best interests of of, the Company's Company and its stockholders, (ii) approved and declared advisable this Agreement and declared its advisabilitythe Contemplated Transactions, and (iii) recommended that resolved to recommend the stockholders adoption of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting (collectively, the "Company Board Recommendation")’s stockholders. (b) The only vote of the holders Company’s stockholders required to consummate the transactions contemplated hereby is the affirmative vote in favor of any class or series of capital stock of the Company necessary to adopt this Agreement is the adoption of this Agreement by of the holders of a majority of the combined voting power of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (the "“Required Company Stockholder Approval"Vote”).

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by vote at a meeting duly called and heldheld and not subsequently rescinded or modified in any way, has duly (ia) determined that this Agreement and the Merger are fair to and in the best interests of the Company's Company and its stockholders, (iib) approved and adopted this Agreement Agreement, the Merger and the other Transactions and declared its advisability, their advisability and (iiic) recommended that the stockholders of the Company approve and adopt this Agreement 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 ’s stockholders. The affirmative approval of the Merger by the holders (in person or by proxy) of at least a majority of the outstanding shares of Company Stockholders' Meeting Common Stock at a duly constituted shareholders meeting (collectively, the "“Company Board Recommendation"). (bStockholder Approval”) The is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement is and approve the adoption of this Agreement by holders of a majority of the combined voting power of the outstanding shares of Company Common Stock (the "Stockholder Approval")Transactions.

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted at a meeting duly called and held, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company's stockholders’s shareholders, (ii) approved this Agreement and declared its advisabilityAgreement, and (iii) recommended that the stockholders shareholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company's stockholders ’s shareholders at the Company Stockholders' Meeting (collectively, the "Company Board Recommendation")Shareholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement is the adoption of this Agreement by holders of (i) a majority of the combined voting power of the outstanding shares of Company Common Stock, voting together, as one class, with those shares of Series D Preferred Stock that are entitled to vote in accordance with the terms thereof and (ii) a majority of the "Stockholder Approval")voting power of the outstanding shares of Common Stock, voting together as one class.