Common use of Company Actions Clause in Contracts

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Board of Directors, at a meeting duly called and held, has (i) unanimously determined that each of the Agreement, the Offer and the Merger (as defined in Section 1.5) are fair to and in the best interests of the stockholders of the Company, (ii) unanimously approved the Stock Sale Agreement, the Offer, the acquisition of Shares pursuant to the Offer and the Merger for purposes of Section 203 of the DGCL (the "Section 203 Approval"), (iii) received the opinions of Xxxxxxx Xxxxx Xxxxxx and NationsBanc Xxxxxxxxxx Securities, financial advisors to the Company, to the effect that the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger is fair to the stockholders of the Company from a financial point of view, (iv) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectively, the "Transactions") and (v) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger. The Company has been advised by each of its directors and by each executive officer who as of the date hereof is actually aware (to the knowledge of the Company) of the Transactions contemplated hereby that each such Person either intends to tender pursuant to the Offer all Shares owned by such Person or vote all Shares owned by such Person in favor of the Merger.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of DirectorsDirectors of the Company, at a meeting duly called and held, has duly adopted resolutions by unanimous vote (i) unanimously determined determining that each of the Agreement, the Offer and the Merger (as defined in Section 1.5) are fair to and in the best interests of the stockholders of the Company, (ii) unanimously approved the Stock Sale Agreement, the Offer, the acquisition of Shares pursuant to the Offer and the Merger for purposes of Section 203 of the DGCL (the "Section 203 Approval"), (iii) received the opinions of Xxxxxxx Xxxxx Xxxxxx and NationsBanc Xxxxxxxxxx Securities, financial advisors to the Company, to the effect that the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger is fair to the stockholders of the Company from a financial point of view, (iv) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, are advisable and are fair to and in the best interest of the Company's stockholders, (collectivelyii) approving this Agreement and the transactions contemplated hereby, including the Offer and the Merger, which approval constitutes approval under Section 203 of the DGCL such that the Offer, the "Transactions"Merger and this Agreement and the other transactions contemplated hereby are not and shall not be subject to any restriction of Section 203 of the DGCL, (iii) waiving the application of Article IV of the Company's bylaws with respect to this Agreement, the Offer and the Merger pursuant to Section 7 thereof and (viv) resolved resolving to recommend acceptance of the Offer and to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder pursuant to the Purchaser Offer and approve to recommend approval and adopt adoption of this Agreement and the MergerMerger by the Company's stockholders at the Company Stockholders Meeting (as defined herein) (the recommendations referred to in this clause (iv) are collectively referred to in this Agreement as the "Recommendations"). The Company represents and warrants that its Board of Directors has been advised by received the opinion, each dated May 7, 2001, of each of its directors Goldxxx, Xxchx & Xo. ("Goldxxx Xxxhs") and by each executive officer who Petrxx Xxxkxxx & Xo., Inc. ("Petrxx Xxxkxxx") xhat, as of such date and on the date hereof is actually aware (basis of and subject to the knowledge of matters described therein, the Offer Consideration and the Merger Consideration, taken together, was fair to the Company's stockholders (other than Parent and the Company) from a financial point of the Transactions contemplated hereby that each such Person either intends to tender pursuant to the Offer all Shares owned by such Person or vote all Shares owned by such Person in favor of the Mergerview.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Board Company Board, based on the unanimous recommendation of Directors, at a meeting duly called and heldthe Special Committee, has (i) unanimously determined that each of the Agreement, the Offer and the Merger (as defined in Section 1.5hereinafter defined) are advisable and fair to to, and in the best interests of of, the stockholders of the CompanyCompany (other than Parent or Merger Sub), (ii) unanimously approved received the Stock Sale Agreementopinion of The Xxxxxxxx-Xxxxxxxx Company, the OfferLLC, the acquisition of Shares pursuant financial advisor to the Offer and the Merger for purposes of Section 203 of the DGCL Company (the "Section 203 ApprovalFINANCIAL ADVISOR"), (iii) received the opinions of Xxxxxxx Xxxxx Xxxxxx and NationsBanc Xxxxxxxxxx Securities, financial advisors to the Company, to the effect that that, subject to the assumptions therein stated, the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger Consideration (as hereinafter defined) pursuant to the Merger is fair to the stockholders of the Company (other than Parent or Merger Sub) from a financial point of view, (iviii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectively, the "TransactionsTRANSACTIONS") and (viv) resolved to recommend that the stockholders of the Company (other than Parent or Merger Sub) accept the Offer, tender their Shares thereunder to the Purchaser Merger Sub and approve and adopt this Agreement and the Merger. The Company has been advised by each of its directors and by each executive officer who as of the date hereof is actually aware (to the knowledge of the Company) of the Transactions contemplated hereby that each such Person person either intends to tender pursuant to the Offer all Shares owned by such Person person or vote all Shares owned by such Person person in favor of the Merger.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Board of DirectorsDirectors of the Company, at a meeting duly called and held, has (i) unanimously determined that each of the Agreement, the Offer and the Merger (as defined in Section 1.52.1) are fair to and in the best interests of the stockholders shareholders of the Company, (ii) unanimously approved the Stock Sale this Agreement, the Offer, the acquisition of Shares pursuant to the Offer and the Merger for purposes of Section 203 912 of the DGCL NYBCL (the "Section 203 912 Approval"), (iii) received the opinions written opinion of Xxxxxxx Xxxxx Xxxxxx and NationsBanc Xxxxxxxxxx the Company's financial advisor, Fleet Securities, financial advisors to the CompanyInc., a New York corporation ("Fleet"), to the effect that the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger Consideration (as defined herein) pursuant to the Merger is fair to the stockholders shareholders of the Company from a financial point of view, (iv) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectively, the "Transactions") and (v) resolved to recommend that the stockholders shareholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger. The Company has been advised by each of its directors and by each executive officer who as of the date hereof is actually aware (to the knowledge of the Company) of the Transactions contemplated hereby that each such Person either currently intends to tender pursuant to the Offer all Shares owned by such Person or vote all Shares owned by such Person in favor of the MergerPerson.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Board of DirectorsCompany Board, at a meeting duly called and held, has has, subject to the terms and conditions set forth herein, (i) unanimously after evaluating the Merger, determined that each of this Agreement and the Agreementtransactions contemplated hereby, including the Offer and the Merger (as defined in Section 1.5) Merger, taken together, are fair to at a price and on terms that are adequate and are otherwise in the best interests of the stockholders of the Company, Company and its stockholders; (ii) unanimously approved the Stock Sale Agreement, the Offer, the acquisition of Shares pursuant to the Offer and the Merger for purposes of Section 203 of the DGCL (the "Section 203 Approval"), (iii) received the opinions of Xxxxxxx Xxxxx Xxxxxx and NationsBanc Xxxxxxxxxx Securities, financial advisors to the Company, to the effect that the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger is fair to the stockholders of the Company from a financial point of view, (iv) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectivelyMerger, the "Transactions") in all respects; and (viii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser Acquisition and approve and adopt this Agreement and the Merger. To the extent that such recommendation is not withdrawn in accordance with Section 5.2(b) hereof, the Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that the Company has received the opinion of Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, financial advisor to the Company Board (the "Financial Advisor"), that, as of October 13, 1999, the cash consideration to be received by the stockholders of the Company pursuant to the Offer and the Merger is fair to such stockholders from a financial point of view (the "Fairness Opinion"). The Company has been advised authorized by each of the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its directors and by each executive officer who as counsel (such consent not to be unreasonably withheld), the inclusion of the date hereof is actually aware Fairness Opinion (to the knowledge of the Companyor a reference thereto) of the Transactions contemplated hereby that each such Person either intends to tender pursuant to in the Offer all Shares owned by such Person or vote all Shares owned by such Person in favor of Documents, the MergerSchedule 14D-9 and the Proxy Statement.

Company Actions. (a) The Company hereby approves of represents and consents to the Offer and represents warrants that the Board of DirectorsCompany Board, at a meeting duly called and heldheld at which all directors were present, has duly and unanimously: (i) unanimously determined that each of the Agreement, the Offer this Agreement and the Merger (as defined in Section 1.5) Transactions are fair to to, advisable and in the best interests of of, the stockholders of Company and the Company, Company Shareholders; (ii) unanimously approved resolved subject to SECTION 6.4 hereof to recommend that the Stock Sale Agreement, Company Shareholders accept the Offer, the acquisition of tender their Shares pursuant to the Offer and approve the Merger Merger; and (iii) approved the execution, delivery and performance of this Agreement, such approval constituting approval of the foregoing for purposes of Section 203 5.03 of the DGCL TCBA and approved the acquisition of Shares by Buyer pursuant to the Offer and the Transactions. The Company also represents and warrants that its Board of Directors has received the written opinion of Xxxx Xxxxxxxxx Xxxxxxxx & Co. (the "Section 203 ApprovalFINANCIAL ADVISOR")) that, (iii) received as of the opinions of Xxxxxxx Xxxxx Xxxxxx and NationsBanc Xxxxxxxxxx Securitiesdate hereof, financial advisors the proposed consideration to be offered to the Company, to the effect that the Offer Price to be received by holders of Shares Company Shareholders pursuant to the Offer and the Merger is fair to the stockholders of the Company Shareholders from a financial point of view. The Company further represents and warrants that it has been authorized by the Financial Advisor to permit, subject to prior review and consent by the Financial Advisor (iv) approved this Agreement such consent not to be unreasonably withheld), and the transactions contemplated herebyCompany hereby consents to, including the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Merger (collectively, Schedule 14D-9 referred to below. The Company hereby consents to the "Transactions") and (v) resolved to recommend that inclusion in the stockholders Offer Documents of the recommendations of the Company accept the Offer, tender their Shares thereunder Board described in this SECTION 2.2(A) (subject to the Purchaser and approve and adopt this Agreement and the Merger. The Company has been advised by each of its directors and by each executive officer who as right of the date hereof is actually aware (Board of Directors to the knowledge of the Company) of the Transactions contemplated hereby that each modify or withdraw such Person either intends to tender pursuant to the Offer all Shares owned by such Person or vote all Shares owned by such Person recommendation in favor of the Mergeraccordance with SECTION 6.4).

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Board of Directors, at a meeting duly called and held, has (i) unanimously determined that each of the Agreement, the Offer and the Merger (as defined in Section 1.5) are fair to and in the best interests of the stockholders of the Company, (ii) unanimously approved the Stock Sale AgreementAgree ment, the Offer, the acquisition of Shares pursuant to the Offer and the Merger for purposes of Section 203 of the DGCL (the "Section 203 Approval"), (iii) received the opinions of Xxxxxxx Xxxxx Xxxxxx Salomon Smith Barney and NationsBanc Xxxxxxxxxx Montgom ery Securities, financial advisors to the Companyfinancixx xxxxxxxx xo xxx Xompany, to the effect that the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger is fair to the stockholders of the Company from a financial point of view, (iv) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectively, the "Transactions") and (v) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger. The Company has been advised by each of its directors and by each executive officer who as of the date hereof is actually aware (to the knowledge of the Company) of the Transactions contemplated hereby that each such Person either intends to tender pursuant to the Offer all Shares owned by such Person or vote all Shares owned by such Person in favor of the Merger.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Board of Directors, at a meeting duly called and held, has (i) unanimously the Special Committee and the Board at meetings duly held on March 9, 1999, have each, by unanimous vote of all directors present and voting, (A) determined that each of the Agreement, the Offer and the Merger (as defined in Section 1.5) are Merger, is fair to and in the best interests of the stockholders of Stockholders (other than Parent and the CompanyPurchaser), (iiB) unanimously approved this Agreement and the Transactions, (C) determined that this Agreement is advisable and resolved to recommend that the Stockholders (other than Parent and the Purchaser) accept the Offer and tender their shares of Common Stock Sale Agreement, the Offer, the acquisition of Shares pursuant to the Offer and approve and adopt this Agreement and the Merger for purposes Merger; provided, that such recommendation may be withdrawn, modified or amended to the extent the Board or the Special Committee deems it necessary to do so in the exercise of Section 203 its fiduciary duties, as advised in writing by independent counsel, and (D) waived the provisions of the DGCL Governance Agreement which would otherwise limit Parent in making the Offer or effecting the Merger, and (ii) the "Section 203 Approval"), (iii) received the opinions of Xxxxxxx Xxxxx Xxxxxx and NationsBanc Xxxxxxxxxx Securities, financial advisors Financial Advisor has delivered to the CompanySpecial Committee a written opinion that, to based on, and subject to, the effect that various assumptions and qualifications set forth in such opinion, as of the Offer Price date thereof the consideration to be received by holders of Shares the Stockholders (other than Parent and the Purchaser) pursuant to the Offer and the Merger is fair to the stockholders of the Company such holders from a financial point of view, (iv) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectively, the "Transactions") and (v) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger. The Company has been advised by each of its directors and by each executive officer who as hereby consents to the inclusion in the Offer Documents of the date hereof is actually aware (to the knowledge recommendations of the Company) of Special Committee and the Transactions contemplated hereby that each such Person either intends to tender pursuant to the Offer all Shares owned by such Person or vote all Shares owned by such Person Board described in favor of the Mergerthis Section 1.2(a).

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the its Board of Directors, at a meeting duly called and held, has has, subject to the terms and conditions set forth herein, (i) unanimously after evaluating the Merger in accordance with all of the provisions of Article Ninth of the Company's certificate of incorporation, determined that each of this Agreement and the Agreementtransactions contemplated hereby, including the Offer and the Merger (as defined in Section 1.5) Merger, taken together, are fair to at a price and on terms which are adequate and are otherwise in the best interests of the Company and its stockholders of the Company(other than Parent and its Affiliates), (ii) unanimously approved the Stock Sale Agreement, the Offer, the acquisition of Shares pursuant to the Offer and the Merger for purposes of Section 203 of the DGCL (the "Section 203 Approval"), (iii) received the opinions of Xxxxxxx Xxxxx Xxxxxx and NationsBanc Xxxxxxxxxx Securities, financial advisors to the Company, to the effect that the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger is fair to the stockholders of the Company from a financial point of view, (iv) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in all respects and such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of (collectively, x) Section 203 of the Delaware General Corporation Law (the "TransactionsDGCL"), (y) similar provisions of any other similar state statutes that might be deemed applicable to the transactions contemplated hereby and (vz) the Rights Agreement (as defined in Section 5.1(b)), (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser Parent and approve and adopt this Agreement and the Merger, and (iv) in accordance with the applicable provisions of the Assumed Stock Option Plan (as defined in Section 2.4), approved the assumption of the Assumed Stock Option Plan by Parent as contemplated by Section 6.8(c) and the conversion of the options under the Assumed Stock Option Plan outstanding at the Effective Time of the Merger. The Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that its Board of Directors has reviewed the opinion of Hambxxxxx & Xuisx XXX, financial advisor to the Board of Directors (the "FINANCIAL ADVISOR"), that, as of July 27, 1997, the consideration to be received pursuant to this Agreement is fair to the stockholders of the Company (other than Parent and its Affiliates) from a financial point of view (the "FAIRNESS OPINION"). The Company has been advised authorized by each of its directors and by each executive officer who as of the date hereof is actually aware (Financial Advisor to permit, subject to the knowledge of prior review and consent by the Company) of the Transactions contemplated hereby that each such Person either intends to tender pursuant to the Offer all Shares owned by such Person or vote all Shares owned by such Person in favor of the Merger.Financial Advisor

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Board of DirectorsDirectors of the Company, at a meeting duly called and held, has (i) unanimously by a vote of all those present determined that each of the Agreement, the Offer and the Merger (as defined in Section 1.52.1) are fair to and in the best interests of the stockholders of the Company, (ii) unanimously by a vote of all those present approved the Stock Sale this Agreement, the Offer, the acquisition of Shares pursuant to the Offer and the Merger for purposes of Section 203 of the DGCL (the "Section 203 Approval"), (iii) received the opinions opinion of Xxxxxxx Xxxxx Xxxxxx and NationsBanc Xxxxxxxxxx SecuritiesMorgxx Xxxnxxx & Xo. Incorporated ("Morgxx Xxxnxxx Xxxx Xxxxxx"), financial advisors advisor to the Company, to the effect that that, as of the date of this Agreement, the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger Consideration (as defined herein) pursuant to the Merger is fair to the stockholders of the Company from a financial point of view, (iv) approved this Agreement and the transactions contemplated herebyhereby and thereby, including the Offer and the Merger (collectively, the "Transactions") and (v) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger. The Company has been advised by each of its directors and by each executive officer who as of the date hereof is actually aware Merger (it being understood that, notwithstanding anything in this Agreement to the knowledge of contrary, if the Company) 's Board of Directors modifies or withdraws its recommendation in accordance with the Transactions contemplated hereby that each terms of Section 5.5, such Person either intends to tender pursuant to the Offer all Shares owned by such Person modification or vote all Shares owned by such Person in favor withdrawal shall not constitute a breach of the Mergerthis Agreement).

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Board of DirectorsDirectors of the Company, at a meeting duly called and held, has (i) unanimously by a vote of all those present determined that each of the Agreement, the Offer and the Merger (as defined in Section 1.52.1) are fair to and in the best interests of the stockholders of the Company, (ii) unanimously by a vote of all those present approved the Stock Sale this Agreement, the Offer, the acquisition of Shares pursuant to the Offer and the Merger for purposes of Section 203 of the DGCL (the "Section 203 Approval"), (iii) received the opinions opinion of Xxxxxx Xxxxxxx Xxxxx & Co. Incorporated ("Xxxxxx and NationsBanc Xxxxxxxxxx SecuritiesXxxxxxx Xxxx Xxxxxx"), financial advisors advisor to the Company, to the effect that that, as of the date of this Agreement, the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger Consideration (as defined herein) pursuant to the Merger is fair to the stockholders of the Company from a financial point of view, (iv) approved this Agreement and the transactions contemplated herebyhereby and thereby, including the Offer and the Merger (collectively, the "Transactions") and (v) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger. The Company has been advised by each of its directors and by each executive officer who as of the date hereof is actually aware Merger (it being understood that, notwithstanding anything in this Agreement to the knowledge of contrary, if the Company) 's Board of Directors modifies or withdraws its recommendation in accordance with the Transactions contemplated hereby that each terms of Section 5.5, such Person either intends to tender pursuant to the Offer all Shares owned by such Person modification or vote all Shares owned by such Person in favor withdrawal shall not constitute a breach of the Mergerthis Agreement).

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Board of Directors, at a meeting duly called and held, has (i) unanimously determined that each of the Agreement, the Offer and the Merger (as defined in Section 1.5) are fair to and in the best interests of the stockholders of the Company, (ii) unanimously approved the Stock Sale Agreement, the Offer, the acquisition of Shares pursuant to the Offer and the Merger for purposes of Section 203 of the DGCL (the "Section 203 Approval"), (iii) received the opinions of Xxxxxxx Xxxxx Xxxxxx and NationsBanc Xxxxxxxxxx Securities, financial advisors to the Company, to the effect that the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger is fair to the stockholders of the Company from a financial point of view, (iv) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectively, the "Transactions"), (ii) adopted a resolution by the unanimous vote of the Board of Directors approving the acquisition of Shares by Parent and Newco pursuant to the Offer, which resolution constitutes approval of the acquisition of Shares pursuant to the Offer under Section 3-603 of the Maryland General Corporation Law (the "MGCL"); (iii) adopted a resolution by the unanimous vote of the Board of Directors which declares that the Transactions are advisable on substantially the terms and conditions set forth or referred to in the resolution in accordance with Section 3-105 of the MGCL; (iv) unanimously determined that as of the date hereof the Transactions are fair to and in the best interest of the Company's shareholders and (v) unanimously resolved to recommend that the stockholders shareholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser Newco and approve and adopt this Agreement and the Merger; provided, that such recommendation may be withdrawn, modified or amended if, in the opinion of the Board of Directors, after consultation with its legal counsel, such recommendation would be inconsistent with its fiduciary duties to the Company's shareholders under applicable law. The Company represents that it has previously approved an amendment to the Company's By-laws that exempts the acquisition of Shares pursuant to the Transactions from the provisions of Section 3-702 of the MGCL. The Company has been advised by each that all of its directors and by each executive officer who as of the date hereof is actually aware (to the knowledge of the Company) of the Transactions contemplated hereby that each such Person officers intend either intends to tender their Shares pursuant to the Offer all or to vote their Shares owned by such Person or vote all Shares owned by such Person in favor of the Merger.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Board of DirectorsCompany Board, at a meeting duly called and held, has has, subject to the terms and conditions set forth herein, (i) after evaluating the Merger, unanimously determined that each of this Agreement and the Agreementtransactions contemplated hereby, including the Offer and the Merger (as defined in Section 1.5) Merger, taken together, are at a price and on terms that are fair to and are otherwise in the best interests of the stockholders of the Company, Company and its stockholders; (ii) unanimously approved the Stock Sale Agreement, the Offer, the acquisition of Shares pursuant to the Offer and the Merger for purposes of Section 203 of the DGCL (the "Section 203 Approval"), (iii) received the opinions of Xxxxxxx Xxxxx Xxxxxx and NationsBanc Xxxxxxxxxx Securities, financial advisors to the Company, to the effect that the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger is fair to the stockholders of the Company from a financial point of view, (iv) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectivelyMerger, the "Transactions") in all respects; and (viii) unanimously resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement Agreement. To the extent that such recommendation is not withdrawn in accordance with Section 6.5 hereof, the Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that the Company has received the opinion of Dresdner Kleinwort Wassxxxxxxx, Xxc., financial advisor to the Company Board (the "FINANCIAL ADVISOR"), to the effect that, as of the date of this Agreement, the Offer Price and the MergerMerger Consideration to be received by the holders of the Company Common Stock, other than Parent and its Affiliates, pursuant to the Offer and the Merger is fair, from a financial point of view, to such holders. The Company has been advised authorized by each the Financial Advisor to permit the inclusion in its entirety of its directors opinion (or a reference thereto, subject to prior review and approval by each executive officer who as of the date hereof is actually aware (to the knowledge of the CompanyFinancial Advisor) of the Transactions contemplated hereby that each such Person either intends to tender pursuant to in the Offer all Shares owned by such Person or vote all Shares owned by such Person in favor of to Purchase, the MergerSchedule 14D-9 and the Proxy Statement, as applicable.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Board of Directors, at a meeting duly called and held, has (i) unanimously determined that each of the Agreement, the Offer and the Merger (as defined in Section 1.5) are fair to and in the best interests of the stockholders of the Company, (ii) unanimously approved the Stock Sale Agreement, the Offer, the acquisition of Shares pursuant to the Offer and the Merger for purposes of Section 203 of the DGCL (the "Section 203 Approval"), (iii) received the opinions of Xxxxxxx Saloxxx Xxxxx Xxxxxx and Xxxnxx xxx NationsBanc Xxxxxxxxxx SecuritiesMontxxxxxx Xxxurities, financial advisors to the Company, to the effect that the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger is fair to the stockholders of the Company from a financial point of view, (iv) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger (collectively, the "Transactions") and (v) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger. The Company has been advised by each of its directors and by each executive officer who as of the date hereof is actually aware (to the knowledge of the Company) of the Transactions contemplated hereby that each such Person either intends to tender pursuant to the Offer all Shares owned by such Person or vote all Shares owned by such Person in favor of the Merger.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Board of DirectorsDirectors of the Company, at a meeting duly called and held, has (i) unanimously determined that each of the Agreement, the Company Option Agreement, the Offer and the Merger (as defined in Section 1.52.1) are fair to and in the best interests of the stockholders of the Company, (ii) unanimously approved this Agreement, the Stock Sale Company Option Agreement, the Offer, the acquisition of Shares pursuant to the Offer and the Merger for purposes of Section 203 of the DGCL (the "Section 203 Approval"), (iii) received the opinions opinion of Xxxxxxx Xxxxx Xxxxxx and NationsBanc Xxxxxxxxxx SecuritiesABN AMRO Incorporated, financial advisors advisor to the Company, to the effect that the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger Consideration (as defined herein) pursuant to the Merger is fair to the stockholders of the Company from a financial point of view, (iv) approved this Agreement and the Company Option Agreement and the transactions contemplated herebyhereby and thereby, including the Offer and the Merger (collectively, the "Transactions") and (v) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger. The Company has been advised by each of its directors and by each executive officer who as of the date hereof is actually aware (to the knowledge Knowledge of the Company) of the Transactions contemplated hereby that each such Person either currently intends to tender pursuant to the Offer all Shares owned by such Person or vote all Shares owned by such Person in favor of the MergerPerson.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the its Board of Directors, at a meeting duly called and held, has has, subject to the terms and conditions set forth herein, (i) unanimously after evaluating the Merger in accordance with all of the provisions of Article Ninth of the Company's certificate of incorporation, determined that each of this Agreement and the Agreementtransactions contemplated hereby, including the Offer and the Merger (as defined in Section 1.5) Merger, taken together, are fair to at a price and on terms which are adequate and are otherwise in the best interests of the Company and its stockholders of the Company(other than Parent and its Affiliates), (ii) unanimously approved the Stock Sale Agreement, the Offer, the acquisition of Shares pursuant to the Offer and the Merger for purposes of Section 203 of the DGCL (the "Section 203 Approval"), (iii) received the opinions of Xxxxxxx Xxxxx Xxxxxx and NationsBanc Xxxxxxxxxx Securities, financial advisors to the Company, to the effect that the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger is fair to the stockholders of the Company from a financial point of view, (iv) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in all respects and such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of (collectively, x) Section 203 of the Delaware General Corporation Law (the "TransactionsDGCL"), (y) similar provisions of any other similar state statutes that might be deemed applicable to the transactions contemplated hereby and (vz) the Rights Agreement (as defined in Section 5.1(b)), 2 8 (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser Parent and approve and adopt this Agreement and the Merger, and (iv) in accordance with the applicable provisions of the Assumed Stock Option Plan (as defined in Section 2.4), approved the assumption of the Assumed Stock Option Plan by Parent as contemplated by Section 6.8(c) and the conversion of the options under the Assumed Stock Option Plan outstanding at the Effective Time of the Merger. The Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that its Board of Directors has reviewed the opinion of Hambxxxxx & Xuisx XXX, financial advisor to the Board of Directors (the "Financial Advisor"), that, as of July 27, 1997, the consideration to be received pursuant to this Agreement is fair to the stockholders of the Company (other than Parent and its Affiliates) from a financial point of view (the "Fairness Opinion"). The Company has been advised authorized by each of its directors the Financial Advisor to permit, subject to the prior review and consent by each executive officer who as the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the date hereof is actually aware fairness opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 and the Proxy Statement. (b) The Company shall file with the SEC, concurrently with the filing of the Schedule 14D-1, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, and including all exhibits thereto, the "Schedule 14D-9") containing the recommendations described in Section 1.2(a) and shall mail the Schedule 14D-9 to the knowledge stockholders of the Company promptly after the commencement of the Offer. The Company agrees that the Schedule 14D-9 shall comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Laws. The Company further agrees that Schedule 14D-9, on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by the Parent or Merger Sub specifically for inclusion or incorporation by reference in Schedule 14D-9. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and be disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC. (c) In connection with the Offer, the Company shall, or shall cause its transfer agent to, promptly furnish Parent with such information, including updated lists of the Transactions contemplated hereby that each stockholders of the Company, mailing labels and updated lists of security positions, and such Person either intends assistance as Parent or its agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, will deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all copies and any extracts or summaries from such information then in their possession or control. (d) Solely in connection with the tender and purchase of Shares pursuant to the Offer all Shares owned by such Person or vote all Shares owned by such Person in favor and the consummation of the Merger, the Company hereby waives any and all rights of first refusal it may have with respect to Shares owned by, or issuable to, any Person, other than rights to repurchase unvested shares, if any, that may be held by Persons following exercise of employee stock options. 1.3.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that (i) the Board of DirectorsDirectors of the Company (the "Company Board"), at a meeting duly called and held, has (iA) unanimously determined that each of the Agreement, the Offer and the Merger (as defined in Section 1.51.04) are advisable and are fair to and in the best interests of the stockholders of the Company, (iiB) unanimously approved and adopted this Agreement and the Stock Sale Agreementtransactions contemplated hereby, including the Offer, the acquisition of Shares pursuant to the Offer Offer, the Stockholders Agreement and the Merger for purposes of Section 203 of the DGCL (the "Section 203 Approval"), (iii) received the opinions of Xxxxxxx Xxxxx Xxxxxx and NationsBanc Xxxxxxxxxx Securities, financial advisors to the Company, to the effect that the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger is fair to the stockholders of the Company from a financial point of view, (iv) approved this Stock Option Agreement and the transactions contemplated hereby, including the Offer thereby and the Merger (collectively, the "Transactions") ), and (vC) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to approve the Purchaser Merger and approve and adopt this Agreement Agreement, and (ii) Goldxxx, Xxchx & Xo. has delivered to the Company Board an oral opinion which will be confirmed promptly in writing that the consideration to be received by the holders of Shares pursuant to each of the Offer and the MergerMerger is fair to the holders of Shares from a financial point of view. Subject to the provisions of Section 5.02, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board described in the immediately preceding sentence. The Company has been advised by each of its directors and by each executive officer of the Company who as of the date hereof is actually aware (to the knowledge of the Company) of the Transactions contemplated hereby that each such Person person either intends to tender pursuant to the Offer all Shares owned by such Person person or vote all Shares owned by such Person person in favor of the Merger.