Common use of Board Recommendation; Required Vote Clause in Contracts

Board Recommendation; Required Vote. The ALARIS 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 ALARIS Stockholders; (b) approved this Agreement, the Support Agreement and the transactions contemplated by this Agreement and the Support Agreement, including the Offer and the Merger, in all respects, and such approval constitutes approval of the Offer, this Agreement, the Merger, the Support Agreement and the transactions contemplated by such agreements for purposes of Section 203 of the DGCL; and (c) resolved to recommend that the ALARIS Stockholders accept the Offer, that the ALARIS Stockholders tender their shares of ALARIS Common Stock under the Offer to Subcorp, and that the ALARIS Stockholders approve and adopt this Agreement and the Merger to the extent required by Applicable Laws (the “ALARIS Board Recommendation”). The affirmative vote of holders of a majority of the outstanding shares of ALARIS Common Stock to adopt this Agreement is the only vote of the holders of any class or series of ALARIS 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 ALARIS capital stock is necessary to adopt this Agreement or approve the transactions contemplated by this Agreement in the event that Cardinal Health or Subcorp shall acquire at least 90% of the outstanding ALARIS Common Stock pursuant to the Offer, 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. The ALARIS 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 ALARIS BLP Stockholders; (b) approved this Agreement, the Support Agreement and the transactions contemplated by this Agreement and the Support Agreement, including the Offer and the Merger, in all respects, and such approval constitutes approval of the Offer, this Agreement, the Merger, the Support Agreement Merger and the transactions contemplated by such agreements this Agreement for purposes of Section 203 of the DGCL; and (c) resolved to recommend that the ALARIS BLP Stockholders accept the Offer, that the ALARIS BLP Stockholders tender their shares of ALARIS BLP Common Stock under the Offer to Subcorp, and that the ALARIS BLP Stockholders approve and adopt this Agreement and the Merger to the extent required by Applicable Laws (the “ALARIS BLP Board Recommendation”). The affirmative vote of holders of a majority of the outstanding shares of ALARIS BLP Common Stock to adopt this Agreement is the only vote of the holders of any class or series of ALARIS 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 ALARIS BLP capital stock is necessary to adopt this Agreement or approve the transactions contemplated by this Agreement in the event that Cardinal Health or Subcorp shall acquire at least 90% of the outstanding ALARIS BLP Common Stock pursuant in the Offer and the Subcorp Option (to the Offerextent 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. The ALARIS MUSA Board, at a meeting duly called and held, has, by unanimous vote of those directors present (who constituted 100% of and voting with the directors only director then in office)office not voting being C. Lxxxxxxx Xxxxxxxxx, who abstained from the vote, (a) approved determined that this Agreement, and deem this Agreement, the Offer, the Merger Agreement and the transactions contemplated by this Agreement hereby, including the Merger, are advisable, fair to and in the best interests of the ALARIS MUSA Stockholders; (b) declared advisable and in all respects approved and adopted this Agreement, the Support Agreement and the transactions contemplated by this Agreement (other than the transactions contemplated by the Employment Agreement and the Support Agreement), including the Offer and the Merger, in all respects, and such approval constitutes approval taking into account the terms of the Offer, this Support Agreement, the Merger, the Support Agreement and the transactions contemplated by such agreements for purposes of Section 203 of the DGCL; and (c) resolved to recommend that the ALARIS Stockholders accept the Offer, that the ALARIS Stockholders tender their shares of ALARIS Common Stock under the Offer to Subcorp, and that the ALARIS MUSA Stockholders approve and adopt this Agreement and the Merger to the extent required by Applicable Laws (the “ALARIS MUSA Board Recommendation”), and the MUSA Board Recommendation has not been withdrawn, modified, qualified or otherwise changed in a manner adverse to Parent, provided that any withdrawal, modification or qualification of such recommendation in accordance with Section 1.6(c) shall not be deemed a breach of this representation. The Assuming that the representations and warranties of Parent and Merger Sub set forth in Section 3.8 are true and correct, the affirmative vote of holders of a majority of the outstanding shares of ALARIS MUSA Common Stock to approve and adopt this Agreement and the Merger is the only vote of the holders of any class or series of ALARIS Common Stock capital stock of MUSA necessary to approve and 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 ALARIS capital stock is necessary to adopt this Agreement or approve the transactions contemplated by this Agreement in the event that Cardinal Health or Subcorp shall acquire at least 90% of the outstanding ALARIS Common Stock pursuant to the Offer, 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. The ALARIS Company 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 deemed this Agreement, the Offer, the Merger and the transactions contemplated by this Agreement advisable, fair to and in the best interests of the ALARIS StockholdersCompany and the Company Shareholders; (b) approved this Agreement, the Support Agreement and the transactions contemplated by this Agreement and the Support Agreement, including the Offer and the Merger, in all respects, and such approval constitutes approval of the OfferOffer (and the acquisition of shares of Company Common Stock pursuant thereto), this Agreement, the Merger, the Support Agreement and the transactions contemplated by such agreements for purposes of Section 203 Article 5.03 and Article 13.03 of the DGCLTBCA; and (c) resolved to recommend that the ALARIS Stockholders Company Shareholders accept the Offer, that the ALARIS Stockholders Company Shareholders tender their shares of ALARIS Company Common Stock under the Offer to Subcorp, and that the ALARIS Stockholders Company Shareholders approve and adopt this Agreement and the Merger to the extent required by Applicable Laws (the “ALARIS "Company Board Recommendation”"). The affirmative vote of holders of a majority of the outstanding shares of ALARIS Company Common Stock to adopt approve this Agreement is the only vote of the holders of any class or series of ALARIS Company Common Stock necessary to adopt approve 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 ALARIS the Company capital stock is necessary to adopt approve this Agreement or approve the transactions contemplated by this Agreement in the event that Cardinal Health or Subcorp shall acquire at least 90% of the outstanding ALARIS Company Common Stock pursuant to the Offer, 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 Article 5.16 of the DGCLTBCA.

Board Recommendation; Required Vote. The ALARIS Company 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 deemed this Agreement, the Offer, the Merger and the transactions contemplated by this Agreement advisable, fair to and in the best interests of the ALARIS StockholdersCompany and the Company Shareholders; (b) approved this Agreement, the Support Agreement and the transactions contemplated by this Agreement and the Support Agreement, including the Offer and the Merger, in all respects, and such approval constitutes approval of the OfferOffer (and the acquisition of shares of Company Common Stock pursuant thereto), this Agreement, the Merger, the Support Agreement and the transactions contemplated by such agreements for purposes of Section 203 Article 5.03 and Article 13.03 of the DGCLTBCA; and (c) resolved to recommend that the ALARIS Stockholders Company Shareholders accept the Offer, that the ALARIS Stockholders Company Shareholders tender their shares of ALARIS Company Common Stock under the Offer to Subcorp, and that the ALARIS Stockholders Company Shareholders approve and adopt this Agreement and the Merger to the extent required by Applicable Laws (the “ALARIS Company Board Recommendation”). The affirmative vote of holders of a majority of the outstanding shares of ALARIS Company Common Stock to adopt approve this Agreement is the only vote of the holders of any class or series of ALARIS Company Common Stock necessary to adopt approve 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 ALARIS the Company capital stock is necessary to adopt approve this Agreement or approve the transactions contemplated by this Agreement in the event that Cardinal Health or Subcorp shall acquire at least 90% of the outstanding ALARIS Company Common Stock pursuant to the Offer, 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 Article 5.16 of the DGCLTBCA.

Board Recommendation; Required Vote. The ALARIS MUSA Board, at a meeting duly called and held, has, by unanimous vote of those directors present (who constituted 100% of and voting with the directors only director then in office)office not voting being C. Lourenco Goncalves, who abstained from the vote, (a) approved this Agreement, and deem this Agreement, the Offer, the Merger determined xxxx xxxx Xxxxxxxxt and the transactions contemplated by this Agreement hereby, including the Merger, are advisable, fair to and in the best interests of the ALARIS MUSA Stockholders; (b) declared advisable and in all respects approved and adopted this Agreement, the Support Agreement and the transactions contemplated by this Agreement (other than the transactions contemplated by the Employment Agreement and the Support Agreement), including the Offer and the Merger, in all respects, and such approval constitutes approval taking into account the terms of the Offer, this Support Agreement, the Merger, the Support Agreement and the transactions contemplated by such agreements for purposes of Section 203 of the DGCL; and (c) resolved to recommend that the ALARIS Stockholders accept the Offer, that the ALARIS Stockholders tender their shares of ALARIS Common Stock under the Offer to Subcorp, and that the ALARIS MUSA Stockholders approve and adopt this Agreement and the Merger to the extent required by Applicable Laws (the “ALARIS "MUSA Board Recommendation”"), and the MUSA Board Recommendation has not been withdrawn, modified, qualified or otherwise changed in a manner adverse to Parent, provided that any withdrawal, modification or qualification of such recommendation in accordance with Section 1.6(c) shall not be deemed a breach of this representation. The Assuming that the representations and warranties of Parent and Merger Sub set forth in Section 3.8 are true and correct, the affirmative vote of holders of a majority of the outstanding shares of ALARIS MUSA Common Stock to approve and adopt this Agreement and the Merger is the only vote of the holders of any class or series of ALARIS Common Stock capital stock of MUSA necessary to approve and 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 ALARIS capital stock is necessary to adopt this Agreement or approve the transactions contemplated by this Agreement in the event that Cardinal Health or Subcorp shall acquire at least 90% of the outstanding ALARIS Common Stock pursuant to the Offer, 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.