Common use of Parent Recommendation and Fairness Clause in Contracts

Parent Recommendation and Fairness. In the case of Parent, the Parent Board has, at a meeting duly called and held at which all directors of Parent were present, duly and unanimously adopted resolutions (a) determining that this Agreement and the Transactions are fair to, and in the best interests of, Parent and the holders of shares of Parent Common Stock, (b) approving and declaring advisable this Agreement, the Parent Charter Amendment and the Transactions, on the terms and subject to the conditions set forth in this Agreement, (c) directing that the Share Issuance and the Parent Charter Amendment be submitted to the holders of shares of Parent Common Stock for their approval, and (d) recommending that the holders of shares of Parent Common Stock vote in favor of the approval of the Share Issuance and the Parent Charter Amendment on the terms and subject to the conditions set forth in this Agreement (the “Parent Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted by Section 7.2(e)(ii) or Section 7.2(e)(iii). The Parent Board has received the opinion of its financial advisor, Xxxxxxx Xxxxx & Co. LLC, to the effect that, as of the date of such opinion, and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of the review undertaken by Xxxxxxx Xxxxx & Co. LLC set forth in such opinion, the Exchange Ratio is fair from a financial point of view to Parent, a signed copy of which will be made available to the Company for informational purposes only on a non-reliance basis promptly following the date of this Agreement.