Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. (a) The Company Board by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) duly (i) determined that this Agreement, the Merger and the Other Transactions are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, the Merger and the Other Transactions and declared their advisability, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting. Assuming the accuracy of Parent’s representations and warranties in Section 4.09, the approval of this Agreement by the Company Board constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL (“Section 203”) and represents the only action necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. No “fair price,” “moratorium,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under state or federal Law in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement.

Board Approval; Vote Required. (a) The Board of Directors of Company Board has by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) duly (i) determined that this Agreement, Agreement and the Merger and the Other Transactions transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, agreement and the Merger and the Other Transactions transactions contemplated hereby and declared their advisability, and (iii) recommended recommend that the stockholders of the Company adopt approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting. Assuming The affirmative vote of the accuracy holders of Parent’s representations a majority of the outstanding shares of Company Common Stock is the only vote necessary to approve this Agreement and warranties in Section 4.09, the transactions contemplated hereby. The approval of this Agreement by the Company Board of Directors constitutes approval of this Agreement as required under any applicable state takeover law and no such state takeover law is applicable to the Merger for purposes of or the other transactions contemplated hereby, including, without limitation, the restrictions on business combinations contained in Section 203 of the DGCL (“Section 203”) and represents the only action necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. No “fair price,” “moratorium,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under state or federal Law in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this AgreementDGCL.

Board Approval; Vote Required. (a) The Company Board Board, by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) duly (i) determined that this Agreement, the Merger and the Other Transactions are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, the Merger and the Other Transactions and declared their advisability, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s 's stockholders at the Company Stockholders’ ' Meeting. Assuming the accuracy of Parent’s 's representations and warranties in Section 4.09, the approval of this Agreement by the Company Board constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL (“Section "SECTION 203”") and represents the only action necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. No “"fair price,” “moratorium,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under state or federal Law in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement." "

Board Approval; Vote Required. (a) The Company Board and the Special Committee, by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in any way, has by unanimous vote of those directors directors, or members, as the case may be, present (who constituted 100% of the directors or members, as the case may be, then in office) duly (i) determined that this Agreement, the Merger and the Other Transactions are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, the Merger and the Other Transactions and with respect to this Agreement, declared their its advisability, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting. Assuming the accuracy of Parent’s representations and warranties in Section 4.094.10, the approval of this Agreement by the Company Board and the Special Committee constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL (“Section 203”) and represents the only action necessary to ensure that the restrictions on "Business Combinations" (as that term is defined in Section 203) of Section 203 do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. No To the knowledge of the Company, no “fair price,” “moratorium,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under state or federal Law laws in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement.

Board Approval; Vote Required. (a) The Company Board of Directors of the Company, by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) duly (i) determined that this Agreement, Agreement and the Merger and the Other Transactions are fair to and in the best interests of the Company and its stockholdersshareholders, (ii) approved this Agreement, Agreement and the Merger and the Other Transactions and declared their advisability, and (iii) recommended that the stockholders shareholders of the Company adopt approve this Agreement and the Other Transactions and directed that this Agreement be submitted for consideration by the Company’s stockholders shareholders at the Company StockholdersShareholders’ Meeting. Assuming the accuracy of Parent’s representations and warranties in Section 4.09, the The approval of this Agreement by the Company Board of Directors of the Company, constitutes approval of this Agreement and the Merger for purposes of Section 203 Sections 351.459 and 351.407 of the DGCL (“Section 203”) MBCL and represents the only action necessary to ensure that Sections 351.459 and 351.407 of the restrictions of Section 203 do MBCL does not and will not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. No “fair price,” “moratorium,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under state or federal Law Laws in the United States (with the exception of Section 203351.459 and 351.407 of the MBCL) applicable to the Company is applicable to the transactions contemplated by this Agreement.

Board Approval; Vote Required. (a) The Company Board by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) office and duly elected, subject to the terms and conditions set forth herein, has (i) determined that this Agreement, the Merger and the Other Transactions are fair to is advisable and in the best interests of the Company and its Company’s stockholders, (ii) approved this Agreement, the Merger and the Other Transactions and declared their advisability, and (iii) recommended that the stockholders approval and adoption of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders’ MeetingMerger. Assuming the accuracy of Parent’s representations and warranties in Section 4.09, the The approval of this Agreement by the Company Board constitutes approval of this Agreement Agreement, the Merger and the Merger other transactions contemplated hereby for purposes of Section 203 of the DGCL (“Section 203”) and for all provisions of the Company’s certificate of incorporation and bylaws and represents the only action necessary to ensure that the restrictions of Section 203 (and the restrictions in the Company’s certificate of incorporation and bylaws) do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. No “fair price,” “moratorium,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under state or federal Law Laws in the United States (with the exception of Section 203) applicable to the Company is applicable to this Agreement or the transactions contemplated Merger or the Other Transactions. On May 25, 2007, the Company provided a notice of termination as of such date (the “Termination Notice”) to AF Holdings, Inc. (“AFH”) and AF Merger Sub, Inc. (“AFMS”) of the Agreement and Plan of Merger, dated as of March 2, 2007, by and among the Company, AFH and AFMS (the “Prior Agreement”) and in connection with such termination, paid on such date to AFH $22.5 million in respect of the Breakup Fee (as defined in the Prior Agreement). The Company Board determined on April 18, 2007 that The Veritas Capital Fund III, L.P. (together with its affiliates and co-investors) was an Excluded Party (as defined in the Prior Agreement) and determined on the Termination Date that the Acquisition Proposal (as defined in the Prior Agreement) reflected in the terms of this Agreement constitutes a Superior Proposal (as defined in the Prior Agreement) and that The Veritas Capital Fund III, L.P. (together with its affiliates and co-investors) is an Excluded Party (as defined in the Prior Agreement) and has not withdrawn, modified or rescinded any such determinations in any manner. Immediately prior to the sending of the Termination Notice to AFH and AFMS, the Company was not in breach of, had not previously breached and, except as set forth on Section 3.19(a) of the Company Disclosure Letter, the Company has not received any notice of any allegation of breach of the Prior Agreement and there were no other Excluded Parties.

Board Approval; Vote Required. (a) The Company Board by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) office and duly elected, subject to the terms and conditions set forth herein, has (i) determined that this Agreement, the Merger and the Other Transactions are fair to is advisable and in the best interests of the Company and its Company's stockholders, (ii) approved this Agreement, the Merger and the Other Transactions and declared their advisability, and (iii) recommended that the stockholders approval and adoption of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders’ MeetingMerger. Assuming the accuracy of Parent’s representations and warranties in Section 4.09, the The approval of this Agreement by the Company Board constitutes approval of this Agreement Agreement, the Merger and the Merger other transactions contemplated hereby for purposes of Section 203 of the DGCL (“"Section 203”") and for all provisions of the Company's certificate of incorporation and bylaws and represents the only action necessary to ensure that the restrictions of Section 203 (and the restrictions in the Company's certificate of incorporation and bylaws) do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. No “"fair price,” “" "moratorium,” “" "control share acquisition,” " or other similar anti-takeover statute or regulation enacted under state or federal Law Laws in the United States (with the exception of Section 203) applicable to the Company is applicable to this Agreement or the transactions contemplated Merger or the Other Transactions. On May 25, 2007, the Company provided a notice of termination as of such date (the "Termination Notice") to AF Holdings, Inc. ("AFH") and AF Merger Sub, Inc. ("AFMS") of the Agreement and Plan of Merger, dated as of March 2, 2007, by and among the Company, AFH and AFMS (the "Prior Agreement") and in connection with such termination, paid on such date to AFH $22.5 million in respect of the Breakup Fee (as defined in the Prior Agreement). The Company Board determined on April 18, 2007 that The Veritas Capital Fund III, L.P. (together with its affiliates and co-investors) was an Excluded Party (as defined in the Prior Agreement) and determined on the Termination Date that the Acquisition Proposal (as defined in the Prior Agreement) reflected in the terms of this Agreement constitutes a Superior Proposal (as defined in the Prior Agreement) and that The Veritas Capital Fund III, L.P. (together with its affiliates and co-investors) is an Excluded Party (as defined in the Prior Agreement) and has not withdrawn, modified or rescinded any such determinations in any manner. Immediately prior to the sending of the Termination Notice to AFH and AFMS, the Company was not in breach of, had not previously breached and, except as set forth on Section 3.19(a) of the Company Disclosure Letter, the Company has not received any notice of any allegation of breach of the Prior Agreement and there were no other Excluded Parties.

Board Approval; Vote Required. (a) The Company Board by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) duly (i) determined that this Agreement, the Merger and the Other Transactions are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, the Merger and the Other Transactions and declared their advisability, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s 's stockholders at the Company Stockholders’ ' Meeting. Assuming the accuracy of Parent’s 's representations and warranties in Section 4.09, the approval of this Agreement by the Company Board constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL (“"Section 203”") and represents the only action necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. No “"fair price,” “" "moratorium,” “" "control share acquisition,” " or other similar anti-takeover statute or regulation enacted under state or federal Law in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement.

Board Approval; Vote Required. (a) The Company Board by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) office and duly elected, subject to the terms and conditions set forth herein, has (i) determined that this Agreement, the Merger and the Other Transactions are fair to is advisable and in the best interests of the Company and its Company’s stockholders, (ii) approved this Agreement, the Merger and the Other Transactions and declared their advisability, and (iii) recommended that the stockholders approval and adoption of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders’ MeetingMerger. Assuming the accuracy of Parent’s representations and warranties in Section 4.09, the The approval of this Agreement by the Company Board constitutes approval of this Agreement Agreement, the Merger and the Merger other transactions contemplated hereby for purposes of Section 203 of the DGCL (“Section 203”) and for all provisions of the Company’s certificate of incorporation and bylaws and represents the only action necessary to ensure that the restrictions of Section 203 (and the restrictions in the Company’s certificate of incorporation and bylaws) do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. No “fair price,” “moratorium,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under state or federal Law Laws in the United States (with the exception of Section 203) applicable to the Company is applicable to this Agreement or the transactions contemplated by this AgreementMerger or the Other Transactions.

Board Approval; Vote Required. (a) The Company Board Board, by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) duly (i) determined that this Agreement, the Merger and the Other Transactions are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, the Merger and the Other Transactions and declared their advisability, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s 's stockholders at the Company Stockholders’ ' Meeting. Assuming the accuracy of Parent’s 's representations and warranties in Section 4.09, the approval of this Agreement by the Company Board constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL (“Section "SECTION 203”") and represents the only action necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. No “"fair price,” “" "moratorium,” “" "control share acquisition,” " or other similar anti-takeover statute or regulation enacted under state or federal Law in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement.

Board Approval; Vote Required. (a) The Company Board Board, by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% as of the directors then in office) date of this Agreement duly (i) determined that this Agreement, Agreement and the Merger and the Other Transactions are fair to and in the best interests of the Company Company’s stockholders (other than holders of Shares that are affiliates of Parent and its stockholdersholders who will be parties to Employee Rollover Agreements), (ii) approved this Agreement, the Merger and the Other Transactions Agreement and declared their its advisability, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting. Assuming the accuracy of Parent’s representations and warranties in Section 4.09Meeting (collectively, the “Company Board Recommendation”). The approval of this Agreement by the Company Board constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL (“Section 203”) and represents the only action necessary to ensure that the restrictions of Section 203 do of the DGCL does not and will not apply to the execution and delivery of this Agreement or the consummation of the Merger and Merger. To the Other Transactions. No “fair price,” “moratorium,” knowledge of the Company, no other “control share acquisition,” “fair price” or other similar anti-takeover statute or regulation regulations enacted under state or federal Law Laws in the United States (with the exception apply to this Agreement or any of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreementprovided for herein.

Board Approval; Vote Required. (a) The Company Board and the Transaction Committee of the Board of Directors (the “Transaction Committee”), by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) duly (i) determined that this Agreement, the Voting Agreement, the Merger and the Other Transactions transactions contemplated by this Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, the Voting Agreement, the Merger and the Other Transactions transactions contemplated by this Agreement and declared their advisability, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting. Assuming the accuracy of Parent’s representations and warranties in Section 4.09, the The approval of this Agreement and the Voting Agreement by the Company Board and the Transaction Committee constitutes approval of this Agreement, the Voting Agreement and the Merger for purposes of Section 203 of the DGCL (“Section 203”) and represents the only action necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of this Agreement, the Voting Agreement or the consummation of the Merger and the Other Transactionstransactions contemplated by this Agreement. No “fair price,” “moratorium,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under state or federal Law Laws in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement.