Board Vote; Company Stockholder Approval; Takeover Statutes. At or prior to the date hereof, the board of directors of the Company, at a meeting duly called and held, has, by unanimous vote of all directors, (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interest of the Company’s stockholders, (b) approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Merger, and (c) resolved to recommend that the stockholders of the Company adopt this Agreement and approve the Merger (the “Company Recommendation”). Assuming the accuracy of the representations and warranties of Parent and the Merger Subs in Section 5.24, (i) the Company Stockholder Approval is the only vote of holders of any class of securities of the Company which is required to adopt this Agreement and effect the transactions contemplated hereby and (ii) the board of directors of the Company has taken all action necessary so that no “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal laws in the United States applicable to the Company, including the restrictions on business combinations contained in Section 203 of the DGCL will apply with respect to this Agreement or the transactions contemplated hereby, including the Merger. Each holder of shares of Company Common Stock entitled to vote at the Company Special Meeting is entitled to one vote per share.
Board Vote; Company Stockholder Approval; Takeover Statutes. The board of directors of the Company, at a meeting duly called and held, has, at the unanimous recommendation of a special committee of the board of directors (the "Special Committee"), by unanimous vote of all directors, (a) adopted a resolution which declares the Merger and the other Transactions to be advisable, (b) directed that the Merger be submitted for consideration at a meeting of the Company's stockholders and (c) subject to the provisions of this Agreement, resolved to recommend that the stockholders of the Company vote to approve the Merger (the recommendation described in clause (c) is the "Company Recommendation"). As of the date of this Agreement, none of such actions by the Company's board of directors has been amended, rescinded, or modified. The Company has taken all action necessary to render inapplicable to the Merger and the other Transactions, the restrictions on business combinations contained in Subtitle 6 of Title 3 of the MGCL and Subtitle 7 of Title 3 of the MGCL. No other "business combination," "control share acquisition," "fair price," "moratorium" or other takeover or anti-takeover statute or similar federal or state Law (collectively, "Takeover Statutes") are applicable to this Agreement, the Merger or the other Transactions. No dissenters', appraisal or similar rights are available to the holders of Company Common Stock with respect to the Merger and the other Transactions. Each holder of a share of Company Common Stock entitled to vote at the Company Special Meeting is entitled to one vote per share.
