Common use of Board Recommendation; Required Vote Clause in Contracts

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 the Company, at a meeting duly called and held, has, by the unanimous vote of all of its members required by law and the Company Certificate of Incorporation, as applicablemembers, (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 Class A Common Stock, if required, Stock and the holders of shares of Company Class B Common Stock 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 "REQUIRED COMPANY STOCKHOLDERS STOCKHOLDER 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 the CompanyAllegiance, at a meeting duly called and held, has, has by the unanimous vote of its members required by law and those directors present (who constituted 100% of the Company Certificate of Incorporation, as applicable, directors then in office) (i) determined that this Agreement and the transactions contemplated by this hereby, including the Merger, and the Allegiance Stock Option Agreement and the transactions contemplated thereby, taken together, are advisable and fair to and in the best interests of the Persons to whom the Board of Directors of the Company owes fiduciary dutiesAllegiance Stockholders, and (ii) resolved to recommend that the holders of the shares of Company Allegiance Common Stock, if required, Stock approve and adopt this Agreement and the transactions contemplated by this Agreementherein, including the Offer and the Merger (the "COMPANY BOARD RECOMMENDATIONAllegiance Board Recommendation"). The affirmative vote of holders of a majority of the voting power of the outstanding shares of Allegiance Common Stock to approve the Company Common Stock, voting together as a single class (the "COMPANY STOCKHOLDERS APPROVAL"), Merger is the only vote necessary, if at all, of the holders of any class or series of stock of the Company Allegiance Common Stock necessary to adopt this the Agreement and approve the transactions contemplated by this Agreementhereby.