Common use of Board Approvals Clause in Contracts

Board Approvals. (a) The Company Board, as of the date of this Agreement, has determined (i) that the Merger is fair to, and in the best interests of, the Company and its shareholders, (ii) to propose this Agreement for adoption by the Company’s shareholders and to declare the advisability of this Agreement, and (iii) to recommend that the shareholders of the Company adopt this Agreement. (b) The Company and the Company Board have taken all action necessary such that no restrictions contained in any “fair price,” “control share acquisition,” “disgorgement,” “business combination” or similar statute will apply to the execution, delivery or performance of this Agreement. (c) The Company Board has amended the Amended and Restated Shareholder Rights Agreement dated as of April 6, 2001, as amended, between the Company and Mellon Investor Services, LLC (the “Company Rights Plan”) prior to the execution of this Agreement so as to provide that (i) (A) Parent will not become an “Acquiring Person” and (B) no “Stock Acquisition Date” or “Distribution Date” (as such terms are defined in the Company Rights Plan) will occur, in each case, as a result of the approval, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) the Company Rights Plan will terminate upon the Effective Time.

Board Approvals. (a) The Company BoardBoard of Directors, as of the date of this Agreement, has determined (i) that the Merger is fair to, and in the best interests of, the Company and its shareholdersstockholders, (ii) to propose this Agreement for adoption by the Company’s shareholders 's stockholders and to declare the advisability of this Agreement, and (iii) to recommend that the shareholders stockholders of the Company adopt this Agreement. (b) The Company and the Company Board have has taken all action necessary such that no restrictions contained in any “"fair price,” “" "control share acquisition,” “disgorgement,” “" "business combination” " or similar statute (including Section 203 of the DGCL) will apply to the execution, delivery or performance of this Agreement. (c) The Company Board of Directors has amended approved an amendment (the Amended and Restated "Rights Amendment") to the Shareholder Rights Agreement dated as of April 6March 1, 2001, as amended, 1996 between the Company and Mellon Investor Services, LLC American Stock Transfer & Trust Company (the “"Company Rights Plan”") prior to the execution of this Agreement so as to provide that (i) (A) Parent will not become an “"Acquiring Person” " and (B) no “"Stock Acquisition Date” " or “"Distribution Date” " (as such terms are defined in the Company Rights Plan) will occur, in each case, as a result of the approval, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) the Company Rights Plan will terminate upon immediately prior to the Effective Time. Promptly following the execution and delivery of this Agreement, Company shall take all action necessary to make the Rights Amendment effective.

Board Approvals. (a) The Company BoardBoard of Directors of the Company, as of the date of this Agreement, has determined (i) that the Merger is fair to, and in the best interests of, the Company and its shareholdersstockholders, (ii) to propose this Agreement for adoption by the Company’s shareholders 's stockholders and to declare the advisability of this Agreement, and (iii) to recommend that the shareholders stockholders of the Company adopt this Agreement. (b) The Company and the Company Board have has taken all action necessary such that no restrictions contained in any “"fair price,” “" "control share acquisition,” “disgorgement,” “" "business combination” " or similar statute (including Section 203 of the DGCL) will apply to the execution, delivery or performance of this Agreement. (c) The Company Board of Directors has amended approved an amendment (the Amended and Restated "Rights Amendment") to the Shareholder Rights Agreement dated as of April October 6, 2001, as amended, 1999 between the Company and Mellon Investor Services, LLC American Stock Transfer & Trust Company (the “"Company Rights Plan”") prior to the execution of this Agreement so as to provide that (i) (A) Parent will not become an “"Acquiring Person” and ," (Bii) no “"Stock Acquisition Date” " or “"Distribution Date” " (as such terms are defined in the Company Rights Plan) will occur, in each case, occur as a result of the approval, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby, and (iiiii) the Rights (as defined in the Company Rights Plan Plan) will terminate upon immediately prior to the Effective Time. Promptly following the execution and delivery of this Agreement, the Company shall take all action necessary to make the Rights Amendment effective.

Board Approvals. (a) The Company BoardBoard of Directors, as of the date of this Agreement, has determined (i) that the First Merger is and the Second Merger are fair to, and in the best interests of, the Company and its shareholdersstockholders, (ii) to propose this Agreement for adoption by the Company’s shareholders stockholders and to declare the advisability of this Agreement, and (iii) to recommend that the shareholders stockholders of the Company adopt this Agreement. (b) The Company and the Company Board have has taken all action necessary such that no restrictions contained in any “fair price,” “control share acquisition,” “disgorgement,” “business combination” or similar statute (including Section 203 of the DGCL) will apply to the execution, delivery or performance of this Agreement. (c) The Company Board has amended the Amended and Restated Shareholder its Rights Agreement dated as of April 610, 2001, as amended, 2001 between the Company and Mellon Investor Services, LLC American Stock Transfer & Trust Company (the “Company Rights Plan”) prior to the execution of this Agreement so as to provide that (i) (A) Parent will not become an “Acquiring Person” and (B) no “Stock Shares Acquisition Date” or “Distribution Date” (as such terms are defined in the Company Rights Plan) will occur, in each case, as a result of the approval, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) the Company Rights Plan will terminate upon immediately prior to the Effective Time.

Board Approvals. (a) The Company BoardBoard of Directors, as of the date of this Agreement, has determined (i) that the First Merger is and the Second Merger are fair to, and in the best interests of, the Company and its shareholdersstockholders, (ii) to propose this Agreement for adoption by the Company’s shareholders 's stockholders and to declare the advisability of this Agreement, and (iii) to recommend that the shareholders stockholders of the Company adopt this Agreement. (b) The Company and the Company Board have has taken all action necessary such that no restrictions contained in any “"fair price,” “" "control share acquisition,” “disgorgement,” “" "business combination” " or similar statute (including Section 203 of the DGCL) will apply to the execution, delivery or performance of this Agreement. (c) The Company Board has amended the Amended and Restated Shareholder its Rights Agreement dated as of April 610, 2001, as amended, 2001 between the Company and Mellon Investor Services, LLC American Stock Transfer & Trust Company (the “"Company Rights Plan”") prior to the execution of this Agreement so as to provide that (i) (A) Parent will not become an “"Acquiring Person” " and (B) no “Stock "Shares Acquisition Date” " or “"Distribution Date” " (as such terms are defined in the Company Rights Plan) will occur, in each case, as a result of the approval, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and (ii) the Company Rights Plan will terminate upon immediately prior to the Effective Time.

Board Approvals. (a) The Company BoardBoard of Directors of the Company, as of the date of this Agreement, has determined (i) that the Merger is fair to, and in the best interests of, the Company and its shareholdersstockholders, (ii) to propose this Agreement for adoption by the Company’s shareholders 's stockholders and to declare the advisability of this Agreement, and (iii) to recommend that the shareholders stockholders of the Company adopt this Agreement. (b) The Company and the Company Board have has taken all action necessary such that no restrictions contained in any “"fair price,” “" "control share acquisition,” “disgorgement,” “" "business combination” " or similar statute (including Section 203 of the DGCL) will apply to the execution, delivery or performance of this Agreement. (c) The Company Board of Directors has amended approved an amendment to the Amended and Restated Shareholder Preferred Shares Rights Agreement dated as of April 6, 2001, as amended, between the Company and Mellon Investor Services, LLC Norwest Bank Minnesota N.A. (the “"Company Rights Plan”") prior to the execution of this Agreement so as to provide that (i) (A) Parent will not become an “"Acquiring Person” " and (Bii) no “Stock "Share Acquisition Date” " or “"Distribution Date” " (as such terms are defined in the Company Rights Plan) will occur, occur in each case, as a result of the approval, execution and delivery of this Agreement and the Voting Agreements and the consummation of the transactions contemplated hereby by this Agreement and (ii) the Company Rights Plan will terminate upon the Effective TimeModified Stock Purchase Agreement.