Board Vote; Ultimate Parent Shareholder Approval. At or prior to the date hereof, the board of directors of the Ultimate Parent, at a meeting duly called and held, has, by unanimous vote of all directors of the Ultimate Parent then in office, approved the Ultimate Parent Recommendation. The approval by the Ultimate Parent Shareholders of the Ultimate Parent Class 1 Resolution is the only vote of holders of any class of securities of the Ultimate Parent which is required to approve the transactions contemplated by this Agreement.
