Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by (i) vote at a meeting duly called and held and not subsequently rescinded or modified in any way or (ii) unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of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, the Merger and the other Transactions and declared their advisability and (c) recommended that the stockholders of the Company approve and adopt this 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 affirmative approval of the Merger by the holders (in person or by proxy) of at least a majority of the outstanding shares of Company Common Stock at a duly constituted shareholders meeting (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.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by (i) a unanimous vote at a meeting of all directors duly called and held and not subsequently rescinded or modified in any way or (ii) unanimous written consentprior to the date hereof, has duly (a) determined that this Agreement and the Merger Transactions are fair to and in the best interests of the Company and its Company’s stockholders, (b) approved and adopted this Agreement, the Merger and the other Transactions Agreement and declared their its advisability and that of the Transactions, and (c) recommended resolved to recommend that the stockholders of the Company approve and adopt this Agreement, Agreement and approve 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 affirmative approval of stockholders at the Merger by the holders Stockholders’ Meeting (in person or by proxy) of at least a majority of the outstanding shares of Company Common Stock at a duly constituted shareholders meeting (collectively, the “Company Stockholder ApprovalRecommendation”) is the ). The only vote or consent of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve and consummate the TransactionsTransactions is the adoption of this Agreement at the Stockholders’ Meeting by holders of a majority of the outstanding shares of Company Common Stock in accordance with the DGCL and the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-laws (the “Stockholder Approval”).

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by (i) vote at a meeting duly called and held and not subsequently rescinded or modified in any way or (ii) 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, the Merger and the other Transactions and declared their advisability and (c) recommended that the stockholders of the Company approve and adopt this 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 affirmative approval of the Merger by the holders (in person or by proxy) of at least a majority of the outstanding shares of Company Common Stock at a duly constituted shareholders meeting (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.

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by (i) unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way or (ii) unanimous written consentway, has duly (ai) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholdersshareholders, (bii) approved this Agreement and adopted this Agreement, the Merger and the other Transactions and declared their advisability and (ciii) recommended that the stockholders shareholders of the Company approve and adopt this Agreement, Agreement and approve the Merger and the other Transactions and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the Company’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 Common Stock 's shareholders at a duly constituted shareholders shareholders' meeting or pursuant to action to be taken by written consent. (the “Company Stockholder Approval”b) is the The only vote of the holders of any class or series of capital stock of the Company necessary to adopt approve this Agreement, the Merger and the other transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote in favor of the approval and approve the Transactionsadoption of this Agreement.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by (i) unanimous vote at a meeting duly called and held and not subsequently rescinded or modified in any way or (ii) unanimous written consentway, has duly (a) determined that this Agreement and the Merger are is fair to and in the best interests of the Company and its stockholders, (b) approved and adopted this Agreement, the Merger and the other Transactions Agreement and declared their advisability its advisability, and (c) recommended resolved to recommend that the stockholders of the Company approve and adopt this Agreement, the Merger and the other Transactions Agreement and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The affirmative approval of stockholders at the Merger by the holders Stockholders’ Meeting (in person or by proxy) of at least a majority of the outstanding shares of Company Common Stock at a duly constituted shareholders meeting (collectively, the “Company Stockholder ApprovalRecommendation”) is the ). 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 at the Stockholders’ Meeting by holders of a majority of the outstanding shares of Company Common Stock in accordance with the DGCL and approve the TransactionsCompany’s Amended and Restated Certificate of Incorporation and Amended and Restated By-laws (the “Stockholder Approval”).

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by (i) unanimous vote at a meeting duly called and held and not subsequently rescinded or modified in any way or (ii) unanimous written consentprior to the date hereof, has duly (ai) determined that this Agreement and the Merger are is fair to and in the best interests of the Company and its stockholdersshareholders, (bii) approved and adopted this Agreement, the Merger and the other Transactions Agreement and declared their advisability its advisability, and (ciii) recommended resolved to recommend that the stockholders shareholders of the Company approve and adopt this Agreement, the Merger and the other Transactions Agreement and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by to a vote of the Company’s stockholders. shareholders entitled to vote thereon at the Shareholders’ Meeting (collectively, the “Company Recommendation”). (b) The affirmative approval vote of the Merger by the holders (in person or by proxy) of at least a majority of the outstanding shares votes cast by all shareholders of the Company Common Stock at a duly constituted shareholders meeting entitled to vote on the Agreement is required to approve and adopt this Agreement (the “Company Stockholder Shareholder Approval”) is the only ). No other vote of the holders of any class or series of capital stock shareholders of the Company necessary is required by applicable Law, the Company’s Constituent Documents or otherwise in order for the Company to adopt this Agreement and approve consummate the TransactionsMerger.