Common use of Board Recommendation; Company Action; Vote Required Clause in Contracts

Board Recommendation; Company Action; Vote Required. The board of directors of the Company has, by resolutions duly adopted by such directors and not subsequently rescinded or modified in any way, unanimously (i) determined that the Transaction Documents, the Merger, in accordance with the terms of this Agreement, and the other transactions contemplated hereby and thereby are advisable and in the best interests of the Company, (ii) approved and adopted the Transaction Documents and approved the Merger and the other transactions contemplated hereby, (iii) directed that the Merger and this Agreement be submitted for consideration by the stockholders of the Company at a meeting of the Company’s stockholders and (iv) recommended that the stockholders of the Company approve the Merger and this Agreement. As of the date of this Agreement, the directors of the Company have advised the Company that, as of the date hereof, they intend to vote or cause to be voted all of the shares of Company Common Stock beneficially owned by each of them and their affiliates in favor of approval of the Merger and this Agreement. Assuming the accuracy of the representations set forth in Section 3.2(e), the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of Company capital stock necessary to approve the Merger and this Agreement and the transactions contemplated hereby. No “fair price,” “moratorium,” “control share acquisition” or other antitakeover statute or similar statute or regulation applies or purports to apply to this Agreement or the Merger or the other transactions contemplated by this Agreement or the other Transaction Documents.

Board Recommendation; Company Action; Vote Required. The board Board of directors Directors of the Company has, by resolutions duly adopted by such the directors and not subsequently rescinded or modified in any way, unanimously (i) determined that the Transaction Documentsthis Agreement, the Merger, in accordance with the terms of this Agreement, and the other transactions contemplated hereby and thereby are advisable and in the best interests of the Company, (ii) approved and adopted the Transaction Documents this Agreement and approved the Merger and the other transactions contemplated hereby, (iii) directed that the Merger and this Agreement be submitted for consideration by the stockholders of the Company at a meeting of the Company’s 's stockholders and (iv) recommended that the stockholders of the Company approve the Merger and this Agreement. As Agreement (provided that any change in or modification or rescission of such recommendation by the Board of Directors of the date Company in accordance with Section 4.2(d) or Section 5.5(b) shall not be a breach of the representation in this Agreement, the clause (iv)). The directors of the Company have advised the Company that, as of the date hereof, they intend to vote or cause to be voted all of the shares of Company Common Stock beneficially owned by each of them and their affiliates in favor of approval of the Merger and this Agreement. Assuming the accuracy of the representations set forth in Section 3.2(e), the The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of Company capital stock necessary to approve the Merger and this Agreement and the transactions contemplated hereby in accordance with the DGCL and the Certificate of Incorporation and Bylaws of the Company (the "Stockholder Approval"). Other than the Stockholder Approval, no vote of the holders of any class or series of Company capital stock is necessary to approve the Merger and this Agreement and the transactions contemplated hereby. No “"fair price,” “" "moratorium,” “" "control share acquisition” " or other antitakeover statute or similar statute or regulation or any anti-takeover provision in the Company's Certificate of Incorporation or Bylaws applies or purports to apply to the Company Common Stock, this Agreement or Agreement, the Merger or the other transactions contemplated by this Agreement. The Board of Directors of the Company has taken all action so that Parent will not be prohibited from entering into a "business combination" with the Company as an "interested stockholder" (in each case as such term is used in Section 203 of the DGCL or the Company's Certificate of Incorporation) as a result of the execution of this Agreement or the other Transaction Documentsconsummation of the transactions contemplated hereby.

Board Recommendation; Company Action; Vote Required. The board Board of directors Directors of the Company has, by resolutions duly adopted by such the directors and not subsequently rescinded or modified in any way, unanimously (except for Scott Sheffield, who recused himself from voting with respect to these xxxxxxx xxx xxd not participate in such meeting) (i) determined that the Transaction Documentsthis Agreement, the Merger, in accordance with the terms of this Agreement, and the other transactions contemplated hereby and thereby are advisable and in the best interests of the Company, (ii) approved and adopted the Transaction Documents this Agreement and approved the Merger and the other transactions contemplated hereby, (iii) directed that the Merger and this Agreement be submitted for consideration by the stockholders of the Company at a meeting of the Company’s 's stockholders and (iv) recommended that the stockholders of the Company approve the Merger and this Agreement. As Agreement (provided that any change in or modification or rescission of such recommendation by the Board of Directors of the date Company in accordance with Section 4.2(d) or Section 5.5(b) shall not be a breach of the representation in this Agreement, the clause (iv)). The directors of the Company have advised the Company that, as of the date hereof, they intend to vote or cause to be voted all of the shares of Company Common Stock beneficially owned by each of them and their affiliates in favor of approval of the Merger and this Agreement. Assuming the accuracy of the representations set forth in Section 3.2(e), the The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of Company capital stock necessary to approve the Merger and this Agreement and the transactions contemplated hereby. No “To the knowledge of the Company, no "fair price,” “" "moratorium,” “" "control share acquisition” " or other antitakeover statute or similar statute or regulation applies or purports to apply to this Agreement or the Merger or the other transactions contemplated by this Agreement or the other Transaction DocumentsAgreement.

Board Recommendation; Company Action; Vote Required. The board Board of directors Directors of the Company has, by resolutions duly adopted by such the directors and not subsequently rescinded or modified in any way, unanimously (except for Xxxxx Xxxxxxxxx, who recused himself from voting with respect to these matters and did not participate in such meeting) (i) determined that the Transaction Documentsthis Agreement, the Merger, in accordance with the terms of this Agreement, and the other transactions contemplated hereby and thereby are advisable and in the best interests of the Company, (ii) approved and adopted the Transaction Documents this Agreement and approved the Merger and the other transactions contemplated hereby, (iii) directed that the Merger and this Agreement be submitted for consideration by the stockholders of the Company at a meeting of the Company’s 's stockholders and (iv) recommended that the stockholders of the Company approve the Merger and this Agreement. As Agreement (provided that any change in or modification or rescission of such recommendation by the Board of Directors of the date Company in accordance with Section 4.2(d) or Section 5.5(b) shall not be a breach of the representation in this Agreement, the clause (iv)). The directors of the Company have advised the Company that, as of the date hereof, they intend to vote or cause to be voted all of the shares of Company Common Stock beneficially owned by each of them and their affiliates in favor of approval of the Merger and this Agreement. Assuming the accuracy of the representations set forth in Section 3.2(e), the The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote of the holders of any class or series of Company capital stock necessary to approve the Merger and this Agreement and the transactions contemplated hereby. No “To the knowledge of the Company, no "fair price,” “" "moratorium,” “" "control share acquisition” " or other antitakeover statute or similar statute or regulation applies or purports to apply to this Agreement or the Merger or the other transactions contemplated by this Agreement or the other Transaction DocumentsAgreement.