Common use of Special Committee and Board Approval Clause in Contracts

Special Committee and Board Approval. The Board of Directors of Company, by resolutions duly adopted by unanimous vote at a meeting duly called and held, has (i) determined that amendments to Company’s bye-laws to insert new bye-laws permitting (A) a shareholder of Company to irrevocably appoint a proxy and (B) the shareholders of Company to approve an amalgamation of Company with any other company by the affirmative vote of a majority of the votes cast at a general meeting of the shareholders of Company (collectively, the “Bye-Law Amendments”) are advisable to and in the best interests of Company, (ii) adopted the Bye-Law Amendments, and (iii) recommended that the shareholders of Company vote in favor of the Bye-Law Amendments (the “Bye-Law Recommendation”) and determined to submit the Bye-Law Amendments for consideration by the shareholders of Company at a general meeting of the shareholders of Company. The Special Committee of the Board of Directors of Company, by resolutions duly adopted by unanimous vote at a meeting duly called and held, have (A) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, advisable to and in the best interests of Company, (B) adopted this Agreement and authorized and approved the Merger and the other transactions contemplated by this Agreement, and (C) recommended that the Board of Directors adopt this Agreement and authorize and approve the Merger and the other transactions contemplated hereby and submit this Agreement for consideration by the shareholders of Company at a general meeting of the shareholders of Company, and (D) recommended that the shareholders of Company vote in favor of the adoption of this Agreement and the approval of the Merger (the “Company Committee Recommendation”). The Board of Directors of Company, by resolutions duly adopted by unanimous vote at a meeting duly called and held, have (x) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to, advisable to and in the best interests of Company, (y) adopted this Agreement and authorized and approved the Merger and the other transactions contemplated by this Agreement, and (z) recommended that the shareholders of Company vote in favor of the adoption of this Agreement and the approval of the Merger (together with the Company Committee Recommendation, the “Company Recommendation”) and determined to submit this Agreement for consideration by the shareholders of Company at a general meeting of the shareholders of Company.