Common use of Board Approvals Regarding Transactions Clause in Contracts

Board Approvals Regarding Transactions. The Company's board -------------------------------------- of directors, at a meeting duly called and held, has (a) determined that each of this Agreement and the Merger are fair to, advisable and in the best interests of the Company and the stockholders of the Company, (b) approved the Transactions, including approval of the Company Major Stockholders and the Parent executing and delivering, and performing their obligations under, the Voting Agreement, and (c) recommended that the stockholders of the Company adopt this Agreement, and none of the aforesaid actions by the Company's board of directors has been amended, rescinded or modified. Assuming the accuracy of the representations and warranties of the Parent and Merger Sub in Section 5.4, the action taken by the Company's board of directors constitutes approval of the Merger and the other Transactions by the Company's board of directors under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement or the other Transactions. No other state takeover, anti-takeover, moratorium, fair price, interested stockholder, business combination or similar statute or rule is applicable to the Merger or the other Transactions.

Board Approvals Regarding Transactions. The Company's board -------------------------------------- of directorsCompany Board, at a -------------------------------------- meeting duly called and held, has (ai) unanimously determined that each of this Agreement Agreement, the Stock Option Agreement, the Offer and the Merger are fair to, advisable and in the best interests of the Company and the stockholders of the Company, (bii) approved this Agreement, the TransactionsStock Option Agreement, including approval of the Company Major Stockholders Transactions and the Parent executing and delivering, and performing their obligations under, the Voting Stockholder Agreement, and (ciii) recommended resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Sub pursuant to the Offer and approve and adopt this Agreement, the Stock Option Agreement and the Merger, and (iv) consented to the transfer to Sub of all such Shares, and none of the aforesaid actions by the Company's board of directors Company Board has been amended, rescinded or modified. Assuming the accuracy of the representations and warranties of the Parent and Merger Sub in Section 5.4, the The action taken by the Company's board of directors Company Board constitutes approval of the Merger Merger, the other Transactions, the Stock Option Agreement and the other Transactions Stockholder Agreement by the Company's board of directors Company Board under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement, the Transactions, the Stock Option Agreement or the other TransactionsStockholder Agreement. No other state takeover, anti-takeover, moratorium, fair price, interested stockholder, business combination or similar takeover statute or rule is applicable to the Merger Merger, the other Transactions or the other TransactionsStockholder Agreement.

Board Approvals Regarding Transactions. The Company's -------------------------------------- board -------------------------------------- of directors, at a meeting duly called and held, has (a) determined that each of this Agreement and the Merger are fair to, advisable and in the best interests of the Company and the stockholders of the Company, (b) approved the Transactions, including approval of (c) approved the Company Major Stockholders Voting Agreements and the Parent executing and delivering, and performing their obligations under, the Voting Agreement, transactions contemplated thereby and (cd) recommended that the stockholders of the Company adopt this Agreement, and none of the aforesaid actions by the Company's board of directors has been amended, rescinded or modified. Assuming the accuracy of the representations and warranties of the Parent and Merger Sub in Section 5.4, the The action taken by the Company's board of directors constitutes approval of the Merger and the other Transactions by the Company's board of directors under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement or the other Transactions. No other state takeover, anti-anti- takeover, moratorium, fair price, interested stockholder, business combination or similar statute or rule is applicable to the Merger or the other Transactions.

Board Approvals Regarding Transactions. The CompanyParent's board of -------------------------------------- of directors, at a meeting duly called and held, has (a) determined that each of this Agreement and the Merger are fair to, advisable and in the best interests of the Company Parent and the stockholders of the CompanyParent, (b) approved the Transactions, including approval of (c) approved the Company Major Stockholders Voting Agreements and the Parent executing and delivering, and performing their obligations under, the Voting Agreement, transactions contemplated thereby and (cd) recommended that the stockholders of the Company adopt Parent approve this Agreement, and none of the aforesaid actions by the CompanyParent's board of directors has been amended, rescinded or modified. Assuming the accuracy of the representations and warranties of the Parent and Merger Sub in Section 5.4, the The action taken by the CompanyParent's board of directors constitutes approval of the Merger and the other Transactions by the CompanyParent's board of directors under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement or the other Transactions. No other state takeover, anti-takeover, moratorium, fair price, interested stockholder, business combination or similar statute or rule is applicable to the Merger or the other Transactions.

Board Approvals Regarding Transactions. The Company's board -------------------------------------- of directors, at a meeting duly called and held, has unanimously, (a) determined that each of this Agreement is advisable and that the Merger are is fair to, advisable and in the best interests of of, the Company and the stockholders of the Company, (b) approved the Transactions, including approval of the Company Major Stockholders and the Parent executing and delivering, and performing their obligations under, the Voting Agreement, and (c) recommended approved the Voting Agreements and the transactions contemplated thereby and (d) resolved to recommend that the stockholders of the Company adopt this AgreementAgreement and approve the Merger, and none of the aforesaid actions by the Company's board of directors has been amended, rescinded or modified. Assuming the accuracy of the representations and warranties of the Parent and Merger Sub in Section 5.4, the The action taken by the Company's board of directors constitutes approval of the Merger and the other Transactions by the Company's board of directors under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement or the other Transactions. No other state takeover, anti-takeover, moratorium, fair price, interested stockholder, business combination or similar statute or rule is applicable to the Merger or the other Transactions.

Board Approvals Regarding Transactions. The Company's board -------------------------------------- of directors, at a meeting duly called and held, has unanimously (a) determined that each of this Agreement Agreement, the Offer and the Merger are fair to, advisable and in the best interests of the Company and the stockholders of the Company, (b) approved the Transactions, including approval of the Company Major Stockholders and the Parent executing and delivering, and performing their obligations under, the Voting Agreement, and (c) recommended resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer and adopt this Agreement, (d) determined to waive any rights the Company may have under any agreement or otherwise to object to the transfer to Purchaser as a result of the Offer of all Shares and (e) consented to the transfer to Purchaser of all such Shares, and none of the aforesaid actions by the Company's board of directors has been amended, rescinded or modified. Assuming the accuracy of the representations and warranties of the Parent and Merger Sub in Section 5.4, the The action taken by the Company's board of directors constitutes approval of the Merger and the other Transactions by the Company's board of directors under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement or the other Transactions. No other state takeover, anti-takeoverantitakeover, moratorium, fair price, interested stockholder, business combination or similar statute or rule is applicable to the Merger or the other Transactions.