Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by a vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval of the approval and adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of Capital Stock or other securities of the Company necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by a requisite vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval affirmative vote of the approval and adoption holders of this Agreement at least a majority of the shares of Company Common Stock outstanding, voting together as a single class (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of Capital Stock or other securities capital stock of the Company necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company BoardBoard of Directors of the Company, by resolutions duly adopted by a unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholdersthe Shareholders, (b) approved this Agreement and the Merger Transactions (including the Merger) and declared their advisability advisability, and (c) recommended that the stockholders of the Company Shareholders approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholdersshareholders of the Shareholders. The Company Requisite Approval of the approval and adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of Capital Stock or other securities capital stock of the Company necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company BoardBoard of Directors of the Company, by resolutions duly adopted by a unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholdersShareholders, (b) approved this Agreement and the Merger Transactions (including the Merger) and declared their advisability advisability, and (c) recommended that the stockholders of the Company Shareholders approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholdersShareholders. The Company Requisite Approval of the approval and adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of Capital Stock or other securities capital stock of the Company necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by a vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval of the approval and adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of Capital Stock capital stock or other securities of the Company necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by a unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger Transactions are fair to and in the best interests of the Company and its stockholdersthe Company Holders and the Company Convertible Note Holders, (b) approved this Agreement and the Merger Transactions and declared their advisability advisability, and (c) recommended that the stockholders of Company Holders and the Company Convertible Note Holders approve and adopt this Agreement and approve the Merger Transactions and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholdersCompany Holders and the Company Convertible Note Holders. The Requisite Approval of the approval and adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of Capital Stock or other securities of the Company Equity Securities necessary to adopt this Agreement and approve the Transactions.

Board Approval; Vote Required. The Company Board, by resolutions duly adopted by a unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholderssole stockholder, (b) approved this Agreement and the Merger and declared their advisability advisability, and (c) recommended that the stockholders sole stockholder of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) transactions contemplated hereby be submitted for consideration by the Company’s stockholderssole stockholder. The Requisite Approval affirmative vote of Holdings (as the approval and adoption of this Agreement (the “Company Stockholder Approval”Company’s sole stockholder) is the only vote of the holders of any class or series of Capital Stock or other securities stockholders of the Company necessary to adopt this Agreement and approve the Transactions.