Common use of Approval and Consent Clause in Contracts

Approval and Consent. The Company Board, at a meeting duly called and held, has unanimously adopted resolutions: (A) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are fair and in the best interests of the Company and its stockholders, and declaring it advisable, to enter into this Agreement; (B) approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Offer and the Merger; (C) recommending that the stockholders of the Company tender their Shares in the Offer or otherwise approve the adoption of this Agreement (the “Recommendation”); (D) rendering the limitations on business combinations contained in Section 203 of the DGCL inapplicable to the Offer, this Agreement and the transactions contemplated hereby; and (E) electing that the Offer and the Merger, 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 and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement or any of the transactions contemplated hereby.

Approval and Consent. The Company Board, at a meeting duly called and held, has unanimously adopted resolutions: (A) determining that the terms of the OfferOffers, the Merger and the other transactions contemplated by this Agreement are fair and in the best interests of the Company and its stockholders, and declaring it advisable, advisable to enter into this Agreement; (B) approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Offer Offers and the Merger; (C) recommending that the stockholders of the Company accept the Offers, tender their Shares pursuant to the Offers and, if required by the DGCL, vote their Shares in the Offer or otherwise approve favor of the adoption of this Agreement in accordance with the applicable provisions of the DGCL (the “Recommendation”); (D) rendering the limitations on business combinations contained in Section 203 of the DGCL inapplicable to the OfferOffers, this Agreement and the transactions contemplated hereby; and (E) electing that the Offer Offers and the Merger, 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 and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement or any of the transactions contemplated hereby. The Company hereby consents to the inclusion of the foregoing determinations and approvals, including the Recommendation, in the Offer Documents.