Common use of Company Board Approval and Board Recommendation Clause in Contracts

Company Board Approval and Board Recommendation. At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly and unanimously adopted resolutions (which have not been rescinded, modified or withdrawn in any way) (i) approving and declaring that this Agreement and the Merger are fair and advisable to the Company and the Company stockholders, (ii) declaring that it is in the best interests of the Company and the Company’s stockholders that the Company enter into this Agreement and consummate the transactions contemplated hereby on the terms and subject to the conditions set forth in this Agreement, (iii) approving this Agreement, the Voting Agreement and the Merger, (iv) subject to the accuracy of the representations set forth in Section 5.11 hereof, taking all actions necessary so that the restrictions on business combinations and the stockholder vote requirements contained in Section 203 of the DGCL and any other Applicable Law with respect to a “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws or regulations that may purport to be applicable will not apply with respect to or as a result of the Merger, the Voting Agreement or this Agreement, and (v) recommending that the Company’s stockholders approve the adoption of this Agreement (collectively, the “Board Recommendation”). No provision of the Company’s Organizational Documents has an effect similar to an anti-takeover law or regulation with respect to this Agreement, the Voting Agreement, the Merger or the other transactions contemplated hereby.

Company Board Approval and Board Recommendation. At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly and unanimously adopted resolutions (which which, as of the execution and delivery of this Agreement by the parties hereto, have not been rescinded, modified or withdrawn in any way) (i) approving and declaring that this Agreement Agreement, the Merger and the Merger other Transactions are advisable, fair to and advisable to the Company and the Company stockholders, (ii) declaring that it is in the best interests of the Company and the Company’s stockholders its stockholders, (ii) adopting and approving this Agreement and approving that the Company enter into this Agreement and consummate the transactions contemplated hereby Transactions, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreementherein, (iii) approving this Agreement, determining to recommend that the Voting Agreement stockholders of the Company (other than Parent and its Subsidiaries) accept the MergerOffer and tender their shares to Merger Sub pursuant to the Offer, (iv) subject to assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.11 hereof5.10, taking all actions necessary so that the restrictions on business combinations and the stockholder vote requirements contained in Section 203 of the DGCL and any other Applicable Law with respect to a “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form forms of anti-takeover laws or regulations that may purport to be applicable will not apply with respect to or as a result of the Merger, the Voting Agreement or this Agreement, and the Transactions and (v) recommending agreeing and authorizing that the Company’s stockholders approve Merger be governed by Section 251(h) of the adoption DGCL and consummated as soon as practicable following the consummation of this Agreement the Offer (collectivelythe matters described in clauses (i) through (v), the “Board Recommendation”). No provision As of the Company’s Organizational Documents has an effect similar to an anti-takeover law or regulation with respect to date of this Agreement, the Voting Agreement, resolutions constituting the Merger Board Recommendation have not been withdrawn or the other transactions contemplated herebymodified in a manner adverse to Parent.

Company Board Approval and Board Recommendation. At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly and unanimously adopted resolutions (which which, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way) (i) approving and declaring that this Agreement Agreement, the Merger and the Merger other Transactions are advisable, fair to and advisable to the Company and the Company stockholders, (ii) declaring that it is in the best interests of the Company and the Company’s stockholders that of the Company enter into (other than Parent and its Subsidiaries), (ii) approving this Agreement and consummate the transactions contemplated hereby Transactions, including the Offer and the Merger, on the terms and subject to the conditions set forth in this Agreementherein, (iii) approving this Agreement, determining to recommend that the Voting Agreement stockholders of the Company (other than Parent and its Subsidiaries) accept the MergerOffer and tender their shares to Merger Sub pursuant to the Offer (the “Board Recommendation”), (iv) subject to the accuracy of the representations set forth in Section 5.11 hereof, taking all actions necessary so that the restrictions on business combinations and the stockholder vote requirements contained in Section 203 of the DGCL and any other Applicable Law with respect to a “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form forms of anti-takeover laws or regulations that may purport to be applicable will not apply with respect to or as a result of the Offer, the Merger, this Agreement and the Voting Agreement or this Agreement, Transactions and (v) recommending authorizing that the Company’s stockholders approve the adoption of this Agreement (collectively, the “Board Recommendation”). No provision Merger be governed by Section 251(h) of the Company’s Organizational Documents has an effect similar to an anti-takeover law or regulation with respect to this Agreement, DGCL and consummated as soon as practicable following the Voting Agreement, consummation of the Merger or the other transactions contemplated herebyOffer.

Company Board Approval and Board Recommendation. At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly and unanimously adopted resolutions (which which, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way) (i) approving and declaring that this Agreement Agreement, the Offer, the Merger and the Merger other Transactions are advisable, fair to and advisable to the Company and the Company stockholders, (ii) declaring that it is in the best interests of the Company and the stockholders of the Company’s stockholders , (ii) approving this Agreement and the Transactions, including the Offer and the Merger, on the terms and subject to the conditions set forth herein, (iii) resolving that the Company enter into this Agreement and consummate the transactions contemplated hereby Transactions on the terms and subject to the conditions set forth in this Agreement, (iii) approving this Agreement, the Voting Agreement and the Mergerherein, (iv) subject determining to recommend that the stockholders of the Company accept the Offer and tender their Shares to Merger Sub pursuant to the accuracy of Offer (such recommendation, the representations set forth in Section 5.11 hereof“Board Recommendation”), (v) taking all actions necessary so that the restrictions on business combinations and the stockholder vote requirements contained in Section 203 of the DGCL and any other Applicable Law with respect to a “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws or regulations Applicable Laws that may purport to be applicable will not apply with respect to or as a result of the Merger, the Voting this Agreement or this Agreementthe Transactions, and (vvi) recommending authorizing that the Company’s stockholders approve the adoption of this Agreement (collectively, the “Board Recommendation”). No provision Merger be governed by Section 251(h) of the Company’s Organizational Documents has an effect similar to an anti-takeover law or regulation with respect to this Agreement, DGCL and consummated as soon as practicable following the Voting Agreement, consummation of the Merger or the other transactions contemplated herebyOffer.

Company Board Approval and Board Recommendation. At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present and voting in favor, the Company Board duly and unanimously adopted resolutions (which which, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way) (i) approving approving, adopting and declaring advisable this Agreement and the Transactions, including the Offer and the Merger; (ii) determining that this Agreement and the Merger Transactions, including the Offer and the Merger, are fair to, and advisable to the Company and the Company stockholders, (ii) declaring that it is in the best interests of, the holders of the Company and the Company’s stockholders Shares, (iii) resolving that the Company enter into this Agreement and consummate the transactions contemplated hereby Transactions on the terms and subject to the conditions set forth in this Agreement, (iiiiv) approving this Agreement, the Voting Agreement Merger and the Mergerother Transactions, (ivv) subject to the accuracy of the representations set forth in Section 5.11 hereof, taking all actions necessary so that the restrictions on business combinations and the stockholder vote requirements contained in Section 203 of the DGCL and any other Applicable applicable Law with respect to a “moratorium,” ”, “control share acquisition,” ”, “business combination,” ”, “fair price” or other form of anti-takeover laws or regulations that may purport to be applicable will not apply with respect to or as a result of the Merger, this Agreement and the Voting Agreement or this AgreementTransactions, (vi) authorizing that the Merger be governed by Section 251(h) of the DGCL and consummated as soon as practicable following the consummation of the Offer, and (vvii) subject to Section 6.02, recommending to the Company stockholders that they accept the Company’s stockholders approve Offer and tender their shares of Company Common Stock pursuant to the adoption of this Agreement Offer (collectively, the “Board Recommendation”). No provision of the Company’s Organizational Documents has an effect similar to an anti-takeover law or regulation with respect to this Agreement, the Voting AgreementTender Agreements, the Offer, the Merger or the any other transactions contemplated herebyTransaction.