Common use of Board Approvals Clause in Contracts

Board Approvals. The Company Board of Directors, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement, the Offer and the Merger are advisable and fair to and in the best interests of the stockholders of the Company, (ii) duly and validly approved, adopted and declared advisable this Agreement and the Transactions and taken all other corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions, and (iii) resolved to recommend, subject to Section 5.2, that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer, and approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified, except as provided in Section 5.2. The action taken by the Company Board of Directors constitutes approval of the Transactions (including each of the Offer and the Merger) by the Company Board of Directors under Section 203 of the DGCL, and no other state takeover statute or similar statute or regulation in any jurisdiction in which the Company does business is applicable to the Transactions (including each of the Offer and the Merger).

Board Approvals. The Company Board of Directors, at a meeting duly called and held, has unanimously (ia) determined that each of this Agreement, the AgreementPurchaser Option, the Offer and the Merger are advisable and fair to and in the best interests of the stockholders Company and the holders of the CompanyShares, (iib) duly and validly approved, adopted and declared advisable this Agreement and the Transactions approved and taken all other corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions, and (iiic) resolved to recommend, subject to Section 5.2, recommended that the stockholders holders of the Company Shares accept the Offer, tender their Shares to the Purchaser pursuant to the Offer, and (d) determined that this Agreement is advisable and recommended that, following the Offer, the stockholders of the Company approve and adopt this Agreement and each of the MergerTransactions, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified, except as provided in Section 5.2. The action taken by the Company Board of Directors constitutes approval of the Transactions (including each of the Offer and the Merger) by the Company Board of Directors under Section 203 of the DGCL, and no other state takeover statute or similar statute or regulation in any jurisdiction in which the Company does business is applicable to the Transactions (including each of the Offer and the Merger)Transactions.

Board Approvals. The As of the date hereof, the Company Board --------------- of Directors, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement, the Offer and the Merger are advisable and fair to and in the best interests of the stockholders of the Company, (ii) duly and validly approved, adopted and declared advisable this Agreement and the Transactions approved and taken all other corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions, and (iii) resolved to recommend, subject to Section 5.2, recommend that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer, and approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified, except as provided in Section 5.2. The action taken by the Company Board of Directors constitutes approval of the Transactions (including each of the Offer and the Merger) by the Company Board of Directors under (A) Article Nine of the Certificate of Incorporation of the Company, and (B) Section 203 of the DGCL, and no other state takeover statute or similar statute or regulation in any jurisdiction in which the Company does business is applicable to the Transactions (including each of the Offer and the Merger)Transactions.

Board Approvals. The Company Board of Directors, at a --------------- meeting duly called and held, has unanimously (i) determined that each of the this Agreement, the Offer and the Merger are advisable and are, taken together, fair to and in the best interests of the stockholders of the Company, (ii) duly and validly approved, adopted and declared advisable this Agreement and the Transactions approved and taken all other corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions, and (iii) resolved to recommend, subject to Section 5.2, recommend that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer, and approve and adopt this Agreement and the Merger, and and, subject to Section 5.3 of this Agreement, none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified, except as provided in Section 5.2modified after the date hereof. The action taken by the Company Board of Directors constitutes approval of the Transactions (including each of the Offer and the Merger) by the Company Board of Directors under Section 203 of the DGCL, and no other state takeover statute or similar statute or regulation in any jurisdiction in which the Company does business is applicable to the Transactions (including each including, for the sake of clarity, the Offer transactions contemplated by the Stockholder Agreement and the Mergeroption granted pursuant thereto).

Board Approvals. The Company Board of Directors, at a meeting duly called and held, has unanimously (ia) determined that each of the this Agreement, the Offer Offer, the Merger and the Merger other Transactions are advisable and fair to to, and in the best interests of of, the stockholders of the CompanyCompany and its stockholders, (iib) duly and validly approved, adopted and declared advisable this Agreement and the Transactions approved and taken all other corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Offer, the Merger and the other Transactions, (c) approved and declared advisable this Agreement, the Offer, the Merger and the other Transactions, which approval, to the extent applicable, constituted approval under the provisions of Section 203 of the DGCL as a result of which this Agreement, the Offer, the Merger and the other Transactions are not and will not be subject to the restrictions on “business combinations” under the provision of Section 203 of the DGCL and (iiid) resolved to recommend, subject to Section 5.2, recommended that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the OfferOffer and, and approve and if required by applicable Law, adopt this Agreement and approve the Merger, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified, except as provided in Section 5.2. The action taken by the Company Board of Directors constitutes approval of the Transactions (including each of the Offer and the Merger) by the Company Board of Directors under Section 203 of the DGCL, and no other state takeover statute or similar statute or regulation in any jurisdiction in which the Company does business is applicable to the Transactions (including each of the Offer and the Merger).

Board Approvals. The Company Board of Directors, at a meeting duly called and held, has unanimously (i) determined that each of the this Agreement, the Offer and the Merger Merger, taken together, are advisable and fair to and in the best interests of the stockholders of the Company, (ii) duly and validly approved, adopted and declared advisable this Agreement and the Transactions approved and taken all other corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions, and (iii) resolved to recommend, subject to Section 5.2, recommend that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer, and approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified, except as provided . Assuming the accuracy of the representations and warranties contained in Section 5.2. The 5.8, the action taken by the Company Board of Directors constitutes approval of the Transactions (including each of the Offer and the Merger) by the Company Board of Directors under Section 203 Chapters 110C and 110F of the DGCLMCRL, and no other state takeover statute or similar statute or regulation in any jurisdiction in which the Company does business is applicable to the Transactions (including each Transactions, including, for the sake of clarity, the Offer transactions contemplated by the Tender and the Merger)Voting Agreements.

Board Approvals. The Company Board of Directors, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement, the Offer and the Merger are advisable and fair to and in the best interests of the stockholders of the Company, (ii) duly and validly approved, adopted and declared advisable this Agreement and the Transactions and taken all other corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions, and (iii) resolved to recommendresolved, subject to Section 5.25.2(e), to recommend that the stockholders of the Company Stockholders accept the Offer, tender their Shares to the Purchaser pursuant to the Offer, and approve and adopt this Agreement and the MergerAgreement, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified, except as provided . Subject to the accuracy of the representation set forth in Section 5.2. The 4.6(b) of this Agreement, the action taken by the Company Board of Directors constitutes approval of the Transactions (including each of the Offer and the Merger) by the Company Board of Directors under Section 203 of the DGCL, and no other state takeover statute or similar statute or regulation in any jurisdiction in which the Company does business is applicable to the Transactions (including each of the Offer and the Merger).

Board Approvals. The Company Board of Directors, at a --------------- meeting duly called and held, has unanimously (i) determined that each of the Agreement, the Stock Option Agreement, the Offer and the Merger are advisable and fair to and in the best interests of the stockholders of the Company, (ii) duly and validly approved, adopted and declared advisable this Agreement and the Transactions approved and taken all other corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions, and (iii) resolved to recommend, subject to Section 5.2, recommend that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer, and approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified, except as provided in Section 5.2. The action taken by the Company Board of Directors constitutes approval of the Transactions (including each of the Offer and the Merger) by the Company Board of Directors under Section 203 of the DGCL, and no other state takeover statute or similar statute or regulation in any jurisdiction in which the Company does business is applicable to the Transactions (including each of the Offer and the Merger)Transactions.