Board Recommendation; Required Vote. The BLP Board, at a meeting duly called and held, has, by unanimous vote of those directors present (who constituted 100% of the directors then in office), (a) approved this Agreement, and deem this Agreement, the Offer, the Merger and the transactions contemplated by this Agreement advisable, fair to and in the best interests of the BLP Stockholders; (b) approved this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, in all respects, and such approval constitutes approval of the Offer, this Agreement, the Merger and the transactions contemplated by this Agreement for purposes of Section 203 of the DGCL; and (c) resolved to recommend that the BLP Stockholders accept the Offer, that the BLP Stockholders tender their shares of BLP Common Stock under the Offer to Subcorp, and that the BLP Stockholders approve and adopt this Agreement and the Merger to the extent required by Applicable Laws (the “BLP Board Recommendation”). The affirmative vote of holders of a majority of the outstanding shares of BLP Common Stock to adopt this Agreement is the only vote of the holders of any class or series of BLP Common Stock necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger. Notwithstanding the foregoing, no vote of any holders of any class or series of BLP capital stock is necessary to adopt this Agreement or approve the transactions contemplated by this Agreement in the event that Cardinal or Subcorp shall acquire at least 90% of the outstanding BLP Common Stock in the Offer and the Subcorp Option (to the extent exercised, if at all), other than, subject to the satisfaction of or, to the extent permitted under this Agreement, waiver of all conditions to the Merger, in accordance with Section 253 of the DGCL.
Board Recommendation; Required Vote. A majority of the Disinterested Directors have, and the full Board of Directors of TeleCorp has, at a meeting duly called and
held (i) approved and declared advisable this Agreement and approved each Related Agreement, (ii) determined that the transactions contemplated hereby and thereby are advisable, fair to and in the best interests of the holders of TeleCorp Capital Stock, (iii) resolved to recommend adoption of this Agreement, the Merger, and the other transactions contemplated hereby and thereby to the stockholders of TeleCorp and (iv) directed that this Agreement be submitted to the stockholders of TeleCorp for their approval and authorization (the recommendations referred to in this sentence, the "Directors' Recommendation"). The affirmative vote of a majority of the voting power of all outstanding shares of TeleCorp Class A Voting Common Stock, TeleCorp Class C Common Stock, TeleCorp Class D Common Stock, TeleCorp Class E Common Stock, TeleCorp Class F Common Stock, and TeleCorp Voting Preference Common Stock, TeleCorp Series A Convertible Preferred Stock, TeleCorp Series B Preferred Stock, TeleCorp Series C Preferred Stock, TeleCorp Series D Preferred Stock, TeleCorp Series E Preferred Stock, and TeleCorp Series F Preferred Stock, voting together as one class in accordance with TeleCorp's Certificate of Incorporation, are the only votes of the holders of any class or series of capital stock of TeleCorp necessary to approve and authorize this Agreement, the Merger and the Related Agreements and the other transactions contemplated hereby and thereby in their capacity as stockholders of TeleCorp (such vote, the "Required Stockholder Approval"). As of the date hereof, the Persons who are signatories to the Voting Agreements in the aggregate possess sufficient voting power to cause the Required Stockholder Approval to be given without the vote of any other stockholder of TeleCorp. The Stockholders Agreement Amendment was and is effective to amend the Stockholders Agreement in the manner and to the extent provided for in the Stockholders Agreement Amendment.
Board Recommendation; Required Vote. The Board of Directors of the Company, at a meeting duly called and held, has, by the vote of its members required by law and the Company Certificate of Incorporation, as applicable, (i) determined that this Agreement and the transactions contemplated by this Agreement are advisable and fair to and in the best interests of the Persons to whom the Board of Directors of the Company owes fiduciary duties, and (ii) resolved to recommend that the holders of shares of Company Common Stock, if required, approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger (the "COMPANY BOARD RECOMMENDATION"). The affirmative vote of holders of a majority of the voting power of the outstanding shares of the Company Common Stock, voting together as a single class (the "COMPANY STOCKHOLDERS APPROVAL"), is the only vote necessary, if at all, of the holders of any class or series of stock of the Company necessary to adopt this Agreement and approve the transactions contemplated by this Agreement.
Board Recommendation; Required Vote. The board of directors of each of Subcorp and SYS, at a meeting duly called and held, has by majority vote of those directors present and constituting a quorum of the directors then in office determined that this Agreement and the transactions contemplated hereby, are fair to and in the best interests of Subcorp, SYS, and the SYS Stockholders. No vote of any holder of SYS Capital Stock is required under the SYS Articles, SYS Bylaws or Applicable Law with respect to this Agreement or the transactions contemplated hereby.
Board Recommendation; Required Vote. The Company Board, at a meeting duly called and held on March 27, 2011, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) (i) determined that this Agreement and the Transactions, taken together, are fair to and in the best interests of the Company Shareholders, (ii) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with the FBCA, including, without limitation, Sections 607.0901, 607.0902 and 607.1104 thereof, to the extent applicable) and (iii) recommended that Company Shareholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and, to the extent required by Applicable Law, approve and adopt this Agreement and the Transactions (the “Company Board Recommendation”).
Board Recommendation; Required Vote. The Board of Directors of Anadarko, at a meeting duly called and held, has by unanimous vote of those directors present (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, and the Anadarko Stock Option Agreement and the transactions contemplated thereby, taken together, are fair to and in the best interests of Anadarko and the Anadarko Stockholders, and (ii) resolved to recommend that the Anadarko Stockholders approve and authorize the Share Issuance and the Anadarko Board Amendment (as defined in Section 5.2(h)) (the "ANADARKO BOARD RECOMMENDATION"). The affirmative vote of holders of a majority of the Anadarko Common Shares present and voting at the Anadarko Stockholders Meeting to approve the Share Issuance and the affirmative vote of holders of 80% of the outstanding Anadarko Common Shares to approve the Anadarko Board Amendment are the only votes of the Anadarko Stockholders necessary to adopt this Agreement and approve the transactions contemplated hereby.
Board Recommendation; Required Vote. The Board of Directors of UPR, at a meeting duly called and held, has by unanimous vote of those directors present (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, and the UPR Stock Option Agreement and the transactions contemplated thereby, taken together, are fair to and in the best interests of the UPR Stockholders, and (ii) resolved to recommend that the holders of the shares of UPR Common Stock approve this Agreement and the transactions contemplated herein, including the Merger (the "UPR BOARD RECOMMENDATION"). The affirmative vote of holders of a majority of the outstanding shares of UPR Common Stock to approve the Merger is the only vote of the holders of any class or series of UPR Common Stock necessary to adopt the Agreement and approve the transactions contemplated hereby.
Board Recommendation; Required Vote. The Company Board, at a meeting duly called and held, has, by unanimous vote of all its members, (i) determined that this Agreement and the transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company and the stockholders of the Company, and (ii) resolved to recommend that the holders of shares of Company Common Stock approve and adopt this Agreement and the transactions contemplated thereby, including the REIT Merger.
Board Recommendation; Required Vote. Parent’s Board, at a meeting duly called and held, has, by unanimous vote of those directors present (who constituted 100% of the directors then in office), (a) determined that this Agreement and the transactions contemplated hereby, including the Transaction, are advisable, fair to and in the best interests of Parent’s Stockholders; (b) declared advisable and in all respects approved and adopted this Agreement, and the transactions contemplated by this Agreement, including the Transaction; and (c) resolved to recommend that Parent’s Stockholders approve the Stock Issuance (the “Parent Board Recommendation”). The affirmative vote of a majority of the votes cast on a proposal approving the Stock Issuance at the Parent Stockholder Meeting by holders of Parent Common Stock on the record date for the Parent Stockholder Meeting is the only vote of the holders of any class or series of capital stock of Parent necessary for approval of this Agreement and the Transactions, including the Stock Issuance (the “Parent Stockholder Approval”), provided that the total votes cast on such proposal represents over 50% of the outstanding shares of Parent Common Stock on the record date for the Parent Stockholder Meeting.
Board Recommendation; Required Vote. The Company’s Board, at a meeting duly called and held, has, by unanimous vote of those directors present (who constituted 100% of the directors then in office), (a) determined that this Agreement and the transactions contemplated hereby, including the First Merger, are advisable, fair to and in the best interests of the Company’s Stockholders; (b) declared advisable and in all respects approved and adopted this Agreement, and the transactions contemplated by this Agreement, including the First Merger; and (c) resolved to recommend that the Company’s Stockholders adopt this Agreement (the “Company Board Recommendation”). Subject to the accuracy of the representations and warranties of Parent and Merger Sub in Section 3.26, the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote on the record date for the Company Stockholder Meeting is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement (the “Company Stockholder Approval”).