Common use of Board Action; Vote Required Clause in Contracts

Board Action; Vote Required. (a) Alphabet's Board of Directors has approved this Agreement, the Alphabet Stock Option Agreement and the transactions contemplated hereby and thereby, including the Merger, has determined that the Merger is advisable, fair to and in the best interests of Alphabet and its stockholders and has resolved to recommend to its stockholders that they vote in favor of the issuance of shares of Alphabet Common Stock pursuant to the terms hereof. Neither Section 203 of the DGCL, nor any other state takeover or similar statute or regulation applies to the Merger, this Agreement, the Alphabet Stock Option Agreement (including the purchase of shares of Alphabet Common Stock thereunder) or any of the transactions contemplated hereby or thereby. The Board of Directors of Alphabet has duly adopted (and not withdrawn) a resolution rescinding any authorization previously granted permitting Alphabet to repurchase shares of Alphabet Common Stock.