Common use of Board Approval Clause in Contracts

Board Approval. The Board of Directors of Company has (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and in the best interests of the stockholders of Company and are on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of Company has has, as of the date of this Agreement, (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable is fair to, and in the best interests of the stockholders of Company and are on terms that are fair to such stockholders its shareholders, and (iii) recommended that the stockholders of Company adopt and approve has approved this Agreement and (ii) declared the consummation advisability of the Merger and recommends that the shareholders of Company approve and adopt this Agreement and approve the Merger.

Board Approval. The Board of Directors of the Company has has, as of the date of this Agreement, (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are is fair to, advisable and in the best interests of the Company and its stockholders, (ii) determined to recommend that the stockholders of the Company and are on terms that are fair to such stockholders adopt this Agreement and (iii) recommended that duly approved the stockholders of Company adopt and approve Merger, this Agreement and the consummation of the Mergertransactions contemplated hereby.

Board Approval. The Board of Directors of Company has has, as of the -------------- date of this Agreement unanimously (i) approved this Agreement and the Merger, transactions contemplated hereby and (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of Company and are is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Mergerstockholders.

Board Approval. The Board of Directors of Company has has, as of the date of this Agreement, unanimously (i) approved and declared advisable this Agreement and has approved the MergerMerger and the other transactions contemplated hereby, (ii) determined that this Agreement and the Merger are advisable is consistent with and in furtherance of the long-term business strategy of Company and fair to, and in the best interests of the stockholders of of, Company and are on terms that are fair to such stockholders its shareholders and (iii) determined to recommended that the stockholders shareholders of Company adopt and approve this Agreement and the consummation of approve the Merger.

Board Approval. The Board of Directors of the Company has has, as of the date of this Agreement, determined (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable is fair to, and in the best interests of the stockholders of Company and are on terms that are fair its stockholders, (ii) to such propose this Agreement for approval and adoption by the Company's stockholders and to declare the advisability of this Agreement, and (iii) recommended to recommend that the stockholders of the Company approve and adopt and approve this Agreement and the consummation of approve the Merger.

Board Approval. The Board of Directors of Company has has, as of the date of this Agreement, (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable is fair to, and in the best interests of the stockholders of Company and are on terms that are fair to such stockholders its stockholders, and has approved this Agreement and (iiiii) recommended declared the advisability of the Merger and recommends that the stockholders of Company approve and adopt and approve this Agreement and the consummation of approve the Merger.

Board Approval. The Board of Directors of the Company has unanimously (i) approved this Agreement Agreement, the Merger and each of the Related Agreements to which the Company is a party and the Mergertransactions contemplated hereby and thereby, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of the Company and are is on terms that are fair to such stockholders of the Company and (iii) recommended that the stockholders of the Company adopt and approve this the Merger in accordance with the Agreement of Merger and the consummation of the MergerDGCL.

Board Approval. The Board of Directors of Company has (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are is advisable and in the best interests of the stockholders of Company and are is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of Company has (i) approved adopted -------------- this Agreement and approved the Merger, (ii) determined that this Agreement and the Merger are advisable and in the best interests of the stockholders shareholders of Company and are on terms that are fair to such stockholders shareholders, and (iii) recommended determined and resolved to unanimously and unconditionally recommend that the stockholders shareholders of Company adopt and approve this Agreement and approve the consummation of the Merger.

Board Approval. The Board of Directors of Company has (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and in the best interests of the stockholders of Company and are on terms that are fair to such stockholders and (iii) recommended intends to recommend that the stockholders of Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of Company has (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders shareholders of Company and are is on terms that are fair to such stockholders shareholders, and (iii) recommended that the stockholders shareholders of Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of Company has (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and in the best interests of the stockholders of Company and are on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of the Company has (ia) approved this Agreement and the MergerBusiness Combination, (iib) determined that this Agreement and the Merger Business Combination are advisable and in the best interests of the stockholders of Company and are on terms that are fair to such stockholders the shareholders and (iiic) recommended recommends that the stockholders shareholders of Company adopt and approve this Agreement and the consummation of the MergerBusiness Combination.

Board Approval. The Board of Directors of Company has unanimously (i) approved this Agreement and the MergerMergers, (ii) determined that this Agreement and the Merger Mergers are advisable and in the best interests of the stockholders of Company and are is on terms that are fair to such stockholders stockholders, and (iii) recommended that the stockholders of Company adopt and approve this Agreement, each Company Ancillary Agreement and the consummation of Mergers and the Mergertransactions and actions contemplated hereby and thereby (such recommendation, the “Company Recommendation”).

Board Approval. The Board of Directors of the Company has has, as of the date of this Agreement unanimously (i) approved approved, subject to stockholder approval, this Agreement and the Mergertransactions contemplated hereby and thereby, (ii) determined that this Agreement and the Merger are advisable and is advisable, in the best interests of the stockholders of the Company and are on terms that are fair to such stockholders and (iii) recommended that the stockholders of the Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of the Company has has, as of the date of this Agreement (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger transactions contemplated hereby, including each of the Offer and the Merger, are advisable fair to and in the best interests of the stockholders holders of Company the Shares, (ii) approved and are on terms that are fair to such stockholders adopted this Agreement and the transactions contemplated hereby and (iii) recommended resolved to recommend that the stockholders of the Company adopt accept the Offer and approve and adopt this Agreement and the consummation of the Mergertransactions contemplated hereby and thereby.

Board Approval. The Board of Directors of Company has has, as of the date of this Agreement, unanimously (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable is consistent with and in furtherance of the long-term business strategy of Company and is fair to, and in the best interests of the stockholders of of, Company and are on terms that are fair to such stockholders its stockholders; (ii) approved and declared advisable this Agreement and approved the Merger and the other transactions contemplated hereby; and (iii) recommended determined to recommend that the stockholders of Company adopt and approve this Agreement and the consummation of the MergerAgreement.

Board Approval. The Board of Directors of the Company has has: (i) reviewed, deliberated and approved this Agreement and the Merger, (ii) determined that this Agreement and there are no other proposed extraordinary transactions with the Company on terms more advantageous to the stockholders of the Company, (iii) that the Merger are advisable and is in the best interests of the stockholders of the Company and are is on terms that are fair to such stockholders stockholders, and (iiiiv) recommended that the stockholders of the Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Company Board of Directors of Company has unanimously (i) adopted and approved this Agreement and the Merger, (ii) determined that this Agreement the transactions contemplated herein and the Merger therein are advisable and in the best interests of the stockholders shareholders of the Company and are on terms that are fair to such stockholders shareholders and (iii) recommended resolved to recommend that the stockholders shareholders of the Company adopt and approve this Agreement and the consummation Merger, and none of the Mergeraforesaid actions by the Company Board has been amended, rescinded or modified.

Board Approval. The Board of Directors of the Company has (i) approved has, as of the date of this Agreement and the Merger, (iiA) determined that this Agreement and the Merger transactions contemplated hereby, including each of the Offer and the Merger, are advisable fair to and in the best interests of the stockholders holders of Company the Shares, (B) approved and are on terms that are fair to such stockholders adopted this Agreement and the transactions contemplated hereby and (iiiC) recommended resolved to recommend that the stockholders of the Company adopt accept the Offer and approve and adopt this Agreement and the consummation of the Merger.transactions contemplated hereby and thereby. 3.19

Board Approval. The Board of Directors of Company has unanimously (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of Company and are is on terms that are fair to such stockholders stockholders, and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of Merger (such recommendation, the Merger“Company Recommendation”).

Board Approval. The Board of Directors of Company has (including any required committee or subgroup of the Board of Directors of the Company) has, as of the date of this Agreement, unanimously (i) approved declared the advisability of the Merger and approved, subject to stockholder approval, this Agreement and the Mergertransactions contemplated hereby, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of Company and are is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company approve and adopt and approve this Agreement and the consummation of approve the Merger.

Board Approval. The Board of Directors of Company has has, as of the date of this Agreement, (i) approved approved, subject to stockholder adoption of this Agreement, this Agreement and the MergerMerger and other transactions contemplated hereby, (ii) determined that this Agreement and the Merger are advisable is consistent with the long-term business strategy of Company and is in the best interests of the stockholders of Company and are is on terms that are fair to such stockholders and (iii) recommended determined to recommend that the stockholders of Company adopt and approve this Agreement and the consummation of the MergerAgreement.

Board Approval. The Board of Directors of the Company has has, as of the date of this Agreement, unanimously (i) approved determined that the Merger and the other transactions contemplated by this Agreement and the Mergerare fair to, (ii) determined that this Agreement and the Merger are advisable and in the best interests of of, the stockholders of Company and are on terms that are fair to such stockholders its shareholders, (ii) approved this Agreement and (iii) recommended that the stockholders shareholders of the Company adopt and approve this Agreement and the consummation principal terms of the Merger.

Board Approval. The Board of Directors of Company has has, as of the date of this Agreement, (i) approved this Agreement and the Mergertransactions contemplated hereby, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of Company and are is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of Company has has, as of -------------- the date of this Agreement, (i) determined that the Merger is in the best interests of Company and its stockholders, and has approved this Agreement and the Merger, Company Authorization Agreements (ii) determined that this Agreement and declared the advisability of the Merger are advisable and in the best interests of the stockholders of Company and are on terms that are fair to such stockholders and (iii) recommended recommends that the stockholders of Company approve and adopt and approve this Agreement and the consummation of approve the Merger.

Board Approval. The Board of Directors of Company has has, as of the date of this Agreement unanimously (i) approved approved, subject to stockholder approval, this Agreement and the Mergertransactions contemplated hereby, (ii) determined that this Agreement and the Merger are is fair, advisable and in the best interests of the stockholders of Company and are on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of the Company has unanimously (i) approved this Agreement and the Merger, Merger and all transactions contemplated hereby and (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of Company Stockholders and are is on terms and conditions that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Mergerstockholders.

Board Approval. The Board of Directors of the Company has (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable fair to and in the best interests of the stockholders of Company and are on terms that are fair to such its stockholders and has declared this Agreement advisable, (iiiii) recommended that the stockholders of Company adopt and approve duly approved this Agreement and the consummation of Merger, which approval has not been rescinded or modified, (iii) resolved to recommend this Agreement to the MergerCompany Stockholders for adoption, and (iv) directed that this Agreement be submitted to the Company Stockholders for consideration in accordance with this Agreement.

Board Approval. The Board board of Directors directors of Company has (including any required committee) has, as of the date of this Agreement, unanimously (i) approved declared the advisability of the Merger and approved, subject to the approval of its stockholders, this Agreement and the Mergertransactions contemplated hereby, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the its stockholders of Company and are is on terms that are fair to such stockholders stockholders, and (iii) recommended that the its stockholders of Company approve and adopt and approve this Agreement and the consummation of approve the Merger.

Board Approval. The Board board of Directors directors of the Company has (i) approved this Agreement the Merger and the Mergerexecution of this Agreement, and (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders shareholders of the Company and are is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Merger.shareholders. 2.25

Board Approval. The Board of Directors of the Company has unanimously (i) approved this Agreement, the Agreement of Merger, all Company Ancillary Agreements and the Merger, and (ii) determined that this Agreement such agreements and the Merger are advisable and in the best interests of the stockholders of the Company and are on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Mergerstockholders.

Board Approval. The Board of Directors of Company has unanimously (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders shareholders of Company and are is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of Company has has, as of the date of this Agreement, (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable is fair to, advisable, and in the best interests of Company and its shareholders (ii) determined to recommend that the stockholders shareholders of Company and are on terms that are fair to such stockholders approve this Agreement, and (iii) recommended that duly approved the stockholders of Company adopt and approve Merger, this Agreement Agreement, and the consummation of the Mergertransactions contemplated hereby.

Board Approval. The Board of Directors of Company has (ia) approved this Agreement and the Merger, (iib) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders shareholders of Company and are is on terms that are fair to such stockholders shareholders, and (iiic) recommended that the stockholders shareholders of Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of the Company has (i) -------------- approved this Agreement Agreement, the Offer and the Merger, and (ii) determined (a) that this Agreement the Offer and the Merger are advisable and fair to, and in the best interests of, the Company and its stockholders, (b) to recommend the acceptance of the stockholders of Company and are on terms that are fair to such stockholders Offer by the Company's stockholders, and (iiic) recommended that the stockholders of Company adopt and approve to recommend this Agreement and the consummation of Merger for approval and adoption by the MergerCompany's stockholders.

Board Approval. The Board of Directors and the holders of the majority of the voting stock of Company has (i) approved this Agreement and the Merger, . The Board of Directors has (iii) determined that this Agreement and the Merger are advisable and in the best interests of the stockholders of Company and are on terms that are fair to such stockholders and (iiiii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of the Company has unanimously (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders shareholders of the Company and are is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of the Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of Company has (i) -------------- approved and adopted this Agreement Agreement, the Merger and the Mergerother transactions contemplated by this Agreement, (ii) determined that this Agreement and the Merger are is advisable and on terms fair to, and is in the best interests of of, the stockholders shareholders of Company and are on terms that are fair to such stockholders and (iii) recommended that the stockholders shareholders of Company approve and adopt and approve this Agreement Agreement, the Merger and the consummation of the Mergerother transactions contemplated by this Agreement.

Board Approval. The Board of Directors of Company has (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and in the best interests of the stockholders of Company and are on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt approve this Agreement and approve consummation of the Merger. The stockholders of the Company holding all of the issued and outstanding stock of the Company have approved this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of the Company has (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders shareholders of the Company and are is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of the Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of Company has Xxxxxx has, as of the date of this Agreement (i) approved this Agreement, the Merger Agreement and the MergerXxxxxx Option Agreement and the transactions contemplated hereby and thereby, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of Company Xxxxxx and are is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and Xxxxxx approve this Agreement, the Merger Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of Company has has, as of the date of this Agreement, (i) approved this Agreement and the Mergertransactions contemplated hereby, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of Company and are is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Merger.. 2.24

Board Approval. The Board of Directors of Company has has, as of the date of this Agreement unanimously (i) approved approved, subject to stockholder approval, this Agreement and the Mergertransactions contemplated hereby, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of Company and are is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of Company Acquiror has unanimously (i) -------------- approved this Agreement and the Merger, (ii) determined that this Agreement and in its opinion the Merger are advisable and is in the best interests of the stockholders shareholders of Company Acquiror and are is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of Company adopt and Acquiror approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of the Company has (i) approved this Agreement and the Merger, Merger and all transactions contemplated hereby and (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders shareholders of the Company and are is on the terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Mergershareholders.

Board Approval. The Board of Directors of Company has (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of Company Stockholders and are is on terms that are fair to such stockholders stockholders, and (iii) recommended that the stockholders of Company Stockholders adopt and approve this Agreement and the consummation of approve the Merger.

Board Approval. The Board of Directors of Company has (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are is advisable and in the best interests of the stockholders Shareholders of Company and are is on terms that are fair to such stockholders Shareholders and (iii) recommended that the stockholders Shareholders of Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board board of Directors directors of the Company has (i) approved this Agreement the Merger and the Mergerexecution of this Agreement, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders shareholders of the Company and are is on terms that are fair to such stockholders shareholders, and (iii) recommended that the stockholders holders of Company adopt and approve Common Stock vote in favor of this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of the Company has (i) approved this Agreement and the MergerMerger and all transactions contemplated hereby, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders shareholders of the Company and are is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of the Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of the Company has (i) approved this Agreement Agreement, the Offer and the Merger, and (ii) determined (a) that this Agreement the Offer and the Merger are advisable and fair to, and in the best interests of, the Company and its stockholders, (b) to recommend the acceptance of the stockholders of Company and are on terms that are fair to such stockholders Offer by the Company's stockholders, and (iiic) recommended that the stockholders of Company adopt and approve to recommend this Agreement and the consummation of Merger for approval and adoption by the MergerCompany's stockholders.

Board Approval. The Board board of Directors directors of the Company has unanimously (i) approved this Agreement and the Merger, and (ii) determined that this Agreement and the Merger are advisable and in the best interests of declared its advisability to the stockholders of Company and are on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the MergerCompany. 2.25.

Board Approval. The Board of Directors of the Company has (i) approved and declared the advisability of this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of Company and are its stockholders and is on terms that are fair to such stockholders and (iii) recommended that the stockholders of the Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of the Company has unanimously (i) approved this Agreement and the Merger, (ii) determined that this Agreement and in its opinion the Merger are advisable and is in the best interests of the stockholders of the Company and are is on terms that are fair to such stockholders and (iii) recommended that the stockholders of the Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of Company has (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of Company and are is on terms that are fair to such stockholders stockholders, and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of the Company has (i) unanimously approved this Agreement and the MergerMerger and all transactions contemplated hereby, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders shareholders of the Company and are is on the terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of the Company adopt and approve this Agreement and the consummation of consummate the Merger.

Board Approval. The Board of Directors of the Company has has, as of the date of this Agreement, (i) approved this Agreement and the Mergertransactions contemplated hereby, subject to stockholder approval, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of the Company and are is on terms that are fair to such stockholders stockholders, and (iii) recommended that the stockholders of Company approve and adopt and approve this Agreement and the consummation of approve the Merger.

Board Approval. The Board of Directors of the Company has (i) -------------- approved this Agreement and the MergerMerger and all transactions contemplated hereby, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders shareholders of the Company and are is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of the Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of Company has has, as of the -------------- date of this Agreement, unanimously (i) approved and declared advisable this Agreement and has approved the MergerMerger and the other transactions contemplated hereby, (ii) determined that this Agreement and the Merger are advisable is consistent with and in furtherance of the long-term business strategy of Company and fair to, and in the best interests of the stockholders of of, Company and are on terms that are fair to such its stockholders and (iii) recommended determined to recommend that the stockholders of Company adopt and approve this Agreement and the consummation of approve the Merger.

Board Approval. The Stockholders and Board of Directors of the Company has have, as of the date of this Agreement (i) approved this Agreement and the Merger, transactions contemplated hereby and (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of Company and are is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Mergerstockholders.

Board Approval. The Board of Directors of the Company has unanimously (i) approved this Agreement Agreement, the Merger and each of the Related Agreements to which the Company is a party and the Mergertransactions contemplated hereby and thereby, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of the Company and are is on terms that are fair to such stockholders of the Company and (iii) recommended that the stockholders of the Company adopt and approve this the Merger in accordance with the Agreement of Merger and the consummation of the MergerDelaware Statute.

Board Approval. The Board of Directors of Company has (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and in the best interests of the stockholders of Company and are on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Merger.. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

Board Approval. The Board of Directors of Company has unanimously (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are is advisable and in the best interests of the stockholders of Company and are is on terms that are fair to such stockholders and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of Company Acquiror has unanimously (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of Company Acquiror and are is on terms that are fair to such stockholders and (iii) recommended that the stockholders shareholders of Company adopt and Acquiror approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of Company has has, as of the date -------------- of this Agreement, unanimously (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable is consistent with and in furtherance of the long-term business strategy of Company and in the best interests of the stockholders of of, Company and are on terms that are fair to such stockholders its stockholders, (ii) approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) recommended adopted a resolution declaring the Merger Agreement advisable and (iv) determined to recommend that the stockholders of Company adopt and approve this Agreement and the consummation of the MergerAgreement.

Board Approval. The Board of Directors of Company has has, as of the date of this Agreement, (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are is fair to, advisable and in the best interests of the stockholders of Company and are on terms that are fair its stockholders, (ii) determined to such stockholders and (iii) recommended recommend that the stockholders of Company adopt this Agreement and approve (iii) duly approved the Merger, this Agreement and the consummation of the Mergertransactions contemplated hereby.

Board Approval. The Board board of Directors directors of the Company has unanimously (ia) approved and adopted this Agreement and approved the Merger, (iib) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of Company and are on terms that are fair to such stockholders and (iiic) recommended that the Company stockholders of Company adopt and approve this Agreement and the consummation Merger. None of such actions taken by the board of directors of the MergerCompany has been amended, rescinded or modified.

Board Approval. The Board of Directors of Company has has, as of the date of this Agreement, (i) approved determined that the Merger and the other transactions contemplated by this Agreement and the Mergerare fair to, (ii) determined that this Agreement and the Merger are advisable and in the best interests of the stockholders of Company and are on terms that are fair to such stockholders its stockholders, and has approved this Agreement and (iiiii) recommended declared the advisability of the Merger and recommends that the stockholders of the Company approve and adopt and approve this Agreement and the consummation of approve the Merger.

Board Approval. The Board of Directors of Company has has, as of the date of this Agreement, duly (i) approved this Agreement Agreement, the Merger and the Mergertransactions contemplated hereby, (ii) determined that this Agreement Agreement, the Merger and the Merger other transactions contemplated by this Agreement are advisable fair to, and in the best interests of the stockholders of of, Company and are on terms that are fair to such stockholders the Company Shareholders and (iii) recommended determined to recommend that the stockholders of Company adopt and Shareholders approve this Agreement Agreement, the Merger, and the consummation of the Mergerother transactions contemplated by this Agreement.

Board Approval. The Board of Directors of each of the Company has and Holdings has, as of the date of this Agreement, determined (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable is fair to, and in the best interests of such company and its stockholders, (ii) to propose this Agreement for approval and adoption by such company's stockholders and to declare the stockholders advisability of Company and are on terms that are fair to such stockholders this Agreement, and (iii) recommended to recommend that the stockholders of Company such company approve and adopt and approve this Agreement and the consummation of approve the Merger.

Board Approval. The Board of Directors of the Company has unanimously (i) approved this Agreement and the Merger, (ii) determined that this Agreement and in its opinion the Merger are advisable and is in the best interests of the stockholders shareholders of the Company and are is on terms that are fair to such stockholders shareholders and (iii) recommended that the stockholders shareholders of the Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of Company has (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of Company Shareholders and are is on terms that are fair to such stockholders shareholders, and (iii) recommended that the stockholders of Company adopt and Shareholders approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of Company has (i) -------------- approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of Company and are is on terms that are fair to such stockholders stockholders, and (iii) recommended that the stockholders of Company adopt and approve this Agreement and the consummation of the Merger.

Board Approval. The Board of Directors of the Company has ----- -------- unanimously (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are advisable and is in the best interests of the stockholders of the Company and are is on terms that are fair to such stockholders stockholders, and (iii) recommended that the stockholders of the Company adopt and approve this Agreement and the consummation of the Merger.