Common use of Company Approvals Clause in Contracts

Company Approvals. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Merger Sub that, at a meeting duly called and held prior to the date hereof, the Company Board has unanimously adopted resolutions (which as of the date hereof have not been rescinded or modified in any way) pursuant to which the Company Board: (i) determined that the terms of this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and fair to and in the best interests of the Company and the holders of Company Common Stock; (ii) approved the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the Tender and Voting Agreements, which approval, to the extent applicable, constituted approval under the provisions of Section 203 of the DGCL as a result of which this Agreement, the Offer, the Merger, Parent and Merger Sub and the Tender and Voting Agreements are not and will not be subject to the provisions of, or any restrictions under, the provisions of Section 203 of the DGCL; (iii) recommended that the holders of Company Common Stock accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and, if required by applicable Law, approve and adopt this Agreement and the Merger; and (iv) elected that this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the Tender and Voting Agreements, to the extent of the Company Board’s power and authority and to the extent permitted by Law, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws of any jurisdiction that may purport to be applicable to this Agreement, the Tender and Voting Agreements or the transactions contemplated herein. The Company hereby consents to the inclusion of the foregoing determinations, approvals and recommendations in the Offer Documents subject to the Company’s rights to withdraw, amend or modify the recommendations in accordance with Section 6.2(f).

Company Approvals. (a) The Company hereby approves and consents to the Offer and represents and warrants to Parent and Merger Sub that, Special Committee at a duly held meeting duly called and held prior to the date hereof, the Company Board has unanimously adopted resolutions (which as of the date hereof have not been rescinded or modified in any way) pursuant to which the Company Board: (i) determined that the terms of this Agreement Mergers and the transactions contemplated herebyother Transactions (including an advisory, including nonbinding vote of the Offer and Company’s stockholders on the Merger, PECO Charter Amendment) are advisable and fair to and in the best interests of the Company and its stockholders and the holders of Company Common Stock; Operating Partnership and its partners, and (ii) recommended that the Company Board of Directors (A) declare the Mergers advisable and approve, on behalf of the Company and the Company Operating Partnership, this Agreement, the Mergers and the other Transactions, (B) submit the Mergers and the other Transactions (including an advisory, nonbinding vote of the Company’s stockholders on the PECO Charter Amendment) for consideration at the Company Stockholder Meeting and (C) subject to Section 5.3(f), include the Company Board Recommendation in the Joint Proxy Statement. The Company Board of Directors at a duly held meeting, based on the unanimous recommendation of the Company Special Committee, has unanimously (w) determined that the Mergers and the other Transactions (including an advisory, nonbinding vote of the Company’s stockholders on the PECO Charter Amendment) are advisable and in the best interests of the Company and its stockholders, (x) approved this Agreement, the executionMergers and the other Transactions, (y) directed that the Company Merger and the other Transactions (including an advisory, nonbinding vote of the Company’s stockholders on the PECO Charter Amendment) be submitted for consideration at the Company Stockholder Meeting, and (z) subject to Section 5.3(f), resolved to include the Company Board Recommendation in the Joint Proxy Statement, and other than the Company Merger Approval, no other consent or approval by or on behalf of the Company is necessary to authorize the Company’s entry into this Agreement or the consummation of the Company Merger or the other Transactions. (b) The Company, on its own behalf and as the managing member of the Company OP GP and as the sole limited partner of the Company Operating Partnership, has (i) determined that this Agreement, the Partnership Merger and the other Transactions are advisable and in the best interests of the Company Operating Partnership and its partners and (ii) duly and validly authorized the execution and delivery and performance of this Agreement and approved the transactions contemplated hereby, including the Offer, the Partnership Merger and the Tender other Transactions, and Voting Agreements, which approval, to other than the extent applicable, constituted approval under the provisions of Section 203 of the DGCL as a result of which this Agreement, the Offer, the Merger, Parent and Merger Sub and the Tender and Voting Agreements are not and will not be subject to the provisions of, or any restrictions under, the provisions of Section 203 of the DGCL; (iii) recommended that the holders of Company Common Stock accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and, if required by applicable Law, approve and adopt this Agreement and the Merger; and (iv) elected that this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the Tender and Voting Agreements, to the extent consent of the Company BoardOP GP, no other consent or approval by or on behalf of the Company Operating Partnership is necessary to authorize the Company Operating Partnership’s power and authority and to the extent permitted by Law, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws of any jurisdiction that may purport to be applicable to entry into this Agreement, the Tender and Voting Agreements Agreement or the transactions contemplated herein. The Company hereby consents to the inclusion consummation of the foregoing determinations, approvals and recommendations in Partnership Merger or the Offer Documents subject to the Company’s rights to withdraw, amend or modify the recommendations in accordance with Section 6.2(f)other Transactions.

Company Approvals. The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Sub that, that the Board of Directors of the Company (the "Board of Directors" or the "Board") at a meeting duly called and held prior to the date hereof, the Company Board has unanimously duly adopted resolutions (which as of the date hereof have not been rescinded or modified in any way) pursuant to which the Company Board: (i) determined that approving this Agreement, the terms of this Agreement and Option Agreement, the transactions contemplated herebyAncillary Documents, including the Offer and the Merger, are determining that the Merger is advisable and that the terms of the Offer and the Merger are fair to to, and in the best interests of of, the Company and the holders of Company Common Stock; Company's shareholders and recommending that the Company's shareholders accept the Offer and approve the Merger and this Agreement, and (ii) approved taking all action necessary so that Sections 302A.671, 302A.673 and 302A.675 of the executionMinnesota Business Corporation Act (the "MBCA"), delivery and performance of this Agreement and the transactions contemplated herebyRights Agreement, including dated as of January 30, 1996, between the OfferCompany and Norwest Bank Minnesota, N.A., as Rights Agent, as amended (the Merger and "Rights Agreement"), are and, through the Tender and Voting AgreementsEffective Time, which approval, will be inapplicable to the extent applicable, constituted approval under the provisions of Section 203 of the DGCL as a result of which this AgreementParent and Merger Sub, the Offer, the Merger, Parent and Merger Sub and this Agreement, the Option Agreement, the Tender and Voting Agreements are not and will not be subject to Option Agreement, any of the provisions of, Ancillary Documents or any restrictions under, the provisions of Section 203 of the DGCL; transactions contemplated hereby or thereby. The Company further represents and warrants that the Board of Directors has received the written opinion of Xxxxxxx, Sachs & Co. (iiithe "Financial Advisor") recommended that the proposed consideration to be received by the holders of Company Common Stock accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and, if required by applicable Law, approve and adopt this Agreement and the Merger; and Merger is fair to such holders from a financial point of view (iv) elected that this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the Tender and Voting Agreements, to the extent of the Company Board’s power and authority and to the extent permitted by Law, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws of any jurisdiction that may purport to be applicable to this Agreement, the Tender and Voting Agreements or the transactions contemplated herein"Fairness Opinion"). The Company hereby consents to the inclusion of the foregoing determinations, approvals and recommendations in the Offer Documents of the recommendation of the Board of Directors described in the first sentence of this Section 1.3(a). The Company hereby represents and warrants that it has been authorized by the Financial Advisor to permit the inclusion of the Fairness Opinion and references thereto, subject to prior review and consent by the Company’s rights Financial Advisor (such consent not to withdrawbe unreasonably withheld), amend or modify in the recommendations in accordance with Section 6.2(f)Offer Documents, the Schedule 14D-9 and the Proxy Statement. The Company has been advised by its directors and executive officers that they intend to tender into the Offer all shares of Company Common Stock beneficially owned by them on the date hereof.

Company Approvals. The Company hereby approves and consents shall as soon as reasonably practicable following the execution of this Agreement send one or more circulars to the Offer and represents and warrants to Parent and Merger Sub that, at a meeting duly called and held prior to the date hereofCompany Shareholders, the Company Board has unanimously adopted resolutions (which as of the date hereof have not been rescinded or modified in any way) pursuant to which 2020 Warrantholders and the Company BoardConvertible Loan Note Holders, as applicable, to: (i) determined that convene the Company Series A Preferred Shareholder Meeting to seek approval of a special resolution of the Company Series A Preferred Shareholders as a separate class (requiring the approval of Company Series A Preferred Shareholders holding at least 75% of the Company Series A Preferred Shares being voted at the Company Series A Preferred Shareholder Meeting) to approve: (i) the adoption of certain amendments to the Company Memorandum and Articles required for the purposes of the Transaction (the “Articles Amendment”); (ii) the adoption of the Amended & Restated Articles; (iii) the Subdivision; and (iv) the approval and adoption of the New Equity Incentive Plan (the “Series A Preferred Shareholder Proposals); (ii) convene the Company Series B Preferred Shareholder Meeting to seek approval of a special resolution of the Company Series B Preferred Shareholders as a separate class (requiring the approval of Company Series B Preferred Shareholders holding at least 75% of the Company Series B Preferred Shares being voted at the Company Series B Preferred Shareholder Meeting) to approve: (i) the adoption of the Articles Amendment; (ii) the adoption of the Amended & Restated Articles; and (iii) the Subdivision (the “Series B Preferred Shareholder Proposals); (iii) convene the Company Ordinary Shareholder Meeting to seek approval of a special resolution of the Company Ordinary Shareholders as a separate class (requiring the approval of Company Ordinary Shareholders holding at least 75% of the Company Ordinary Shares being voted at the Company Ordinary Shareholder Meeting) to approve (i) the adoption of the Articles Amendment; (ii) the adoption of the Amended & Restated Articles; and (iii) the Subdivision (the “Ordinary Shareholder Proposals); (iv) convene the Company Shareholder Meeting to seek approval of a special resolution of the Company Shareholders (voting as one class) in a general meeting (requiring the approval by the Company Shareholders representing at least 75% of the Company Shares being voted at the Company Shareholder Meeting) to approve: (i) the adoption of the Articles Amendment; (ii) the Subdivision; (iii) subject to and conditional upon the completion of the Transaction, the adoption of (A) the Amended & Restated Articles and (B) the New Equity Incentive Plan; (iv) the disapplication of pre-emption rights in relation to the allotment and issue of any Company Common Shares to be issued as Merger Consideration to the holders of CAH Class A Common Stock pursuant to the terms of this Agreement; (v) the approval and adoption of this Agreement, the Transaction and the Merger; and (vi) any approval of other proposals the Company deems necessary to effectuate the Transaction (the “General Shareholder Proposals”); (v) convene the 2020 Warrantholder Meeting to seek approval of a special resolution of the 2020 Warrantholders (requiring the approval by the 2020 Warrantholders representing at least 50.1% of the 2020 Warrants being voted at the 2020 Warrantholder Meeting) to approve the registration and listing of the Company Common Shares to be issued as Merger Consideration to the holders of CAH Class A Common Stock pursuant to the terms of this Agreement and (the transactions contemplated hereby, including the Offer and the Merger, are advisable and fair to and in the best interests of the Company and the holders of Company Common Stock; (ii) approved the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the Tender and Voting Agreements, which approval, to the extent applicable, constituted approval under the provisions of Section 203 of the DGCL as a result of which this Agreement, the Offer, the Merger, Parent and Merger Sub and the Tender and Voting Agreements are not and will not be subject to the provisions of, or any restrictions under, the provisions of Section 203 of the DGCL; (iii) recommended that the holders of Company Common Stock accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and, if required by applicable Law, approve and adopt this Agreement and the Merger“2020 Warrantholder Proposal”); and (ivvi) elected that convene the Company Convertible Loan Note Meetings to seek approval of an extraordinary resolution of the 5% Convertible Loan Noteholders (requiring the approval by the 5% Convertible Loan Noteholders representing at least 50.1% of the 5% Convertible Loan Notes being voted at the meeting) and an extraordinary resolution of the 10% Convertible Loan Noteholders (requiring the approval by the 10% Convertible Loan Noteholders representing at least 50.1% of the 10% Convertible Loan Notes being voted at the meeting) to approve certain amendments to the Company Convertible Loan Notes to procure the automatic conversion of the Company Convertible Loan Notes into Company Common Shares immediately prior to the Subdivision and the Effective Time in accordance with the terms of this Agreement (the “Convertible Loan Note Proposals”), and the transactions contemplated hereby, including the OfferSeries A Preferred Shareholder Proposals, the Merger Series B Preferred Shareholder Proposals, the Ordinary Shareholder Proposals, the General Shareholder Proposals, the 2020 Warrantholder Proposal and the Tender Convertible Loan Note Proposals, together being the “Company Proposals”; provided that the Company may postpone or adjourn the Company Meetings as permitted under the terms of the Company’s Memorandum and Voting AgreementsArticles, the 2020 Warrants or the Company Convertible Loan Notes (as applicable). The Company shall use its reasonable best efforts to obtain the approval of the Company Proposals at the relevant Company Meeting (the “Company Approvals”). The Company Board shall recommend to the Company Shareholders, the 2020 Warrantholders and the Company Convertible Loan Noteholders that they approve the relevant Company Proposals (as applicable) and shall include such recommendation in the relevant circulars, except to the extent it determines in good faith, after consultation with its outside legal counsel, that such action would be inconsistent with the fiduciary duties of the Company Board’s power and authority and to the extent permitted by Law, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws of any jurisdiction that may purport to be applicable to this Agreement, the Tender and Voting Agreements or the transactions contemplated herein. The Company hereby consents to the inclusion of the foregoing determinations, approvals and recommendations in the Offer Documents subject to the Company’s rights to withdraw, amend or modify the recommendations in accordance with Section 6.2(f).