Common use of Board Approval Clause in Contracts

Board Approval. The Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to the date hereof, duly (i) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ Meeting.

Board Approval. The Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting as of the Board date of Directors of this Agreement unanimously (i) approved and deemed advisable, subject to stockholder approval, this Agreement and the Company duly called Option Agreement and held the transactions contemplated hereby and not subsequently rescinded or modified in any way prior to the date hereofthereby, duly (iii) determined that the Merger is fair to, and in the best interests of, of the stockholders of Company and its is on terms that are fair to such stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) recommended that the stockholders of the Company adopt approve this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ MeetingMerger.

Board Approval. The Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to the date hereof, duly has (i) determined that this Agreement and the Merger is are fair to, to and in the best interests of, of the Company and its stockholders and has declared the Merger to be this Agreement advisable, (ii) duly approved this Agreement Agreement, the Company Voting Agreements, the Merger and the other transactions contemplated hereby, including which approval has not been rescinded or modified, (iii) resolved (subject to Section 5.2(d)) to recommend this Agreement to the MergerCompany Stockholders for adoption, and (iiiiv) recommended directed that the stockholders of the Company adopt this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ MeetingStockholders for consideration in accordance with this Agreement.

Board Approval. The Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company all directors duly called and held and not subsequently rescinded or modified in any way prior to the date hereofhereof (the “Company Board Approval”), duly (ia) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and declared the Merger to be advisable, (iib) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iiic) recommended that the stockholders of the Company adopt this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ Meeting.

Board Approval. The Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to the date hereof, duly (i) determined that the Merger 1 is fair to, and in the best interests of, the Company and its stockholders and declared the Merger 1 to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the MergerMerger 1, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ Meeting.

Board Approval. The Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to the date hereof, duly and unanimously (i) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that such matter be submitted to the Company’s stockholders at a meeting called for such purpose (the “Company Stockholders’ Meeting”).

Board Approval. The Board board of Directors directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded held, by a unanimous vote of the entire board of directors, or modified by a unanimous written consent in any way prior to the date hereof, duly lieu thereof: (i) approved and declared advisable this Agreement; (ii) determined that the Merger is and other transactions contemplated by this Agreement are advisable, fair to, and in the best interests of, of the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and Company Stockholders; (iii) recommended that resolved to recommend to the stockholders Company Stockholders the approval of the Company adopt Merger and the adoption of this Agreement; and (iv) directed that this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ MeetingStockholders for their adoption.

Board Approval. The Board On or prior to the date of Directors of the Company hasthis Agreement, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company Company, by votes duly adopted by unanimous approval of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way prior to the date hereofway, has duly (ia) determined that this Agreement and the Merger is fair to, and are in the best interests of, of the Company and its stockholders and declared the Merger to be advisablestockholders, (iib) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iiic) recommended that the stockholders of the Company adopt this Agreement and directed that such matter this Agreement and the transactions contemplated hereby be submitted to for consideration by the Company’s 's stockholders at the Company Stockholders’ ' Meeting.

Board Approval. The Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting as of the Board -------------- date of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to the date hereofthis Agreement, duly unanimously (i) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including subject to stockholder approval, (ii) approved the MergerStock Option Agreement and the transactions contemplated thereby, (iii) determined that the Merger is in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders, and (iiiiv) recommended that the stockholders of the Company approve and adopt this Agreement and directed that such matter be submitted to approve the Company’s stockholders at the Company Stockholders’ MeetingMerger.

Board Approval. The As of the date hereof, the Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and (which resolutions have not been subsequently rescinded or modified in any way prior to the date hereofway), duly (i) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) recommended that the stockholders of the Company adopt vote in favor of the adoption of this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ Meetingfor approval.

Board Approval. The Board Company’s board of Directors of the Company hasdirectors, by resolutions duly adopted (and not thereafter modified or rescinded) by unanimous vote (with no abstentions) at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior held, has (a) approved this Agreement, and, to the date hereofextent applicable, duly the documents to be entered into in connection herewith, and the Merger, (ib) determined that this Agreement and the terms and conditions of the Merger is fair toare fair, just, reasonable, equitable, advisable and in the best interests of, of the Company and its stockholders shareholders, and declared (c) directed that the Merger to be advisable, (ii) approved approval of this Agreement and the transactions contemplated hereby, including Merger be submitted to the Merger, Company Shareholders for consideration and (iii) recommended that the stockholders all of the Company Shareholders adopt this Agreement and directed that such matter be submitted to approve the Company’s stockholders at the Company Stockholders’ MeetingMerger.

Board Approval. The Board of Directors of the Company hasCompany, by resolutions duly adopted by unanimous vote of those voting at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to (the date hereof“Company Board Approval”), has duly (i) determined that this Agreement and the Merger is are advisable and are fair to, to and in the best interests of, of the Company and its stockholders and declared the Merger to be advisablestockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, Merger and (iii) recommended that the stockholders of the Company adopt this Agreement and approve the Merger and directed that such matter this Agreement and the transactions contemplated hereby be submitted to for consideration by the Company’s stockholders at the Company Stockholders’ Stockholders Meeting.

Board Approval. The Board Pursuant to meetings duly noticed and convened in accordance with all applicable laws and at each of Directors of the Company haswhich a quorum was present, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called Company, after full and held and not subsequently rescinded or modified in any way prior to the date hereofdeliberate consideration, duly unanimously has (i) determined duly approved this Agreement and resolved that the Merger is and the transactions contemplated hereby are fair to, advisable and in the best interests of, of the Company and its stockholders and declared the Merger to be advisableCompany’s shareholders, (ii) approved this Agreement resolved to unanimously recommend that the Company’s shareholders approve the Merger and the transactions contemplated hereby, including the Merger, hereby and (iii) recommended directed that the stockholders of the Company adopt this Agreement and directed that such matter Merger be submitted to for consideration by the Company’s stockholders at the holders of Company Stockholders’ MeetingCommon Stock.

Board Approval. The Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded on or modified in any way prior to the date hereof, duly (i) determined and declared that this Agreement and the Merger is are fair to, advisable and in the best interests of, of the Company and its stockholders and declared the Merger to be advisablestockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the MergerMerger and the transactions contemplated thereby, and (iii) recommended that the stockholders of resolved to make the Company adopt Recommendation and (iv) directed that this Agreement and directed that such matter be submitted to the Company’s 's stockholders at the Company Stockholders’ Meetingfor adoption.

Board Approval. The Board of Directors of the Company hasCompany, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to way, has, as of the date hereof, duly (i) determined that this Agreement and the Merger is are fair to, to and in the best interests of, the of Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) recommended that the stockholders of the Company Stockholders adopt this Agreement and directed that such matter be submitted to for consideration by the Company’s stockholders Company Stockholders at the Company Stockholders’ Stockholders Meeting.

Board Approval. The Company Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to the date hereof, duly has (i) approved the Merger and the terms thereof set forth in Article 1 of this Agreement, (ii) determined that the Merger is advisable and fair to, and in the best interests of, the of Company and its stockholders and declared the Merger to be advisableStockholders, (iiiii) approved directed that the “agreement of merger” set forth in this Agreement and be submitted to the transactions contemplated hereby, including the MergerStockholders for adoption, and (iiiiv) recommended resolved to recommend that the stockholders Stockholders adopt the “agreement of the Company adopt merger” set forth in this Agreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted to for consideration of the Company’s stockholders at the Company Stockholders’ Meeting.

Board Approval. The Board of Directors of the Company hasCompany, by resolutions duly adopted by unanimous vote of those voting at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to the date hereofway, has duly (i) determined that this Agreement and the Merger is are advisable and are fair to, to and in the best interests of, of the Company and its stockholders and declared the Merger to be advisablestockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, Merger and (iii) recommended without qualification that the stockholders of the Company adopt this Agreement and approve the Merger and directed that such matter this Agreement and the transactions contemplated hereby be submitted to for consideration by the Company’s stockholders at the Company Stockholders’ Meeting's stockholders.

Board Approval. The Company Board of Directors of the Company hasDirectors, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to the date hereofat which all Directors were present, duly has unanimously (i) determined duly and validly approved and taken all corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Merger and the transactions contemplated hereby, and (ii) resolved that the Merger is fair to, and in the best interests of, the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) recommended resolved to recommend that the stockholders of the Company approve and adopt this Agreement and the Merger, and directed that such matter be submitted to the Company’s 's stockholders at the Company Stockholders’ ' Meeting. As of the date hereof, none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified.

Board Approval. The Board of Directors of the Company hasCompany, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to (the date hereof"Company Board Approval"), has duly (i) determined that this Agreement and the Merger is are advisable and are fair to, to and in the best interests of, of the Company and its stockholders and declared the Merger to be advisableshareholders, (ii) adopted and approved this Agreement and approved the Merger and the other transactions contemplated hereby, including the Merger, by this Agreement and (iii) recommended that the stockholders shareholders of the Company adopt and approve this Agreement and directed that such matter this Agreement and the transactions contemplated hereby be submitted to for consideration by the Company’s stockholders 's shareholders at the Company Stockholders’ Shareholders Meeting.

Board Approval. The Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting as of the Board date of Directors of this Agreement, (i) approved, subject to stockholder approval, this Agreement, the Company duly called Ancillary Agreements and held the Merger and not subsequently rescinded or modified in any way prior to the date hereofother transactions contemplated hereby and thereby, duly (iii) determined that the Merger is fair to, consistent with the long-term business strategy of Company and is in the best interests of, of the stockholders of Company and its is on terms that are fair to such stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) recommended adopted a resolution declaring the Merger advisable and (iv) determined unanimously to recommend that the stockholders of the Company adopt this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ MeetingAgreement.

Board Approval. The Board of Directors of the Company hasCompany, by resolutions duly adopted by unanimous vote of those voting at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to (the date hereof"Company Board Approval"), has duly (i) determined that this Agreement and the Merger is are advisable and are fair to, to and in the best interests of, of the Company and its stockholders and declared the Merger to be advisablestockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, Merger and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that such matter this Agreement and the transactions contemplated hereby be submitted to for consideration by the Company’s 's stockholders at the Company Stockholders’ Stockholders Meeting.

Board Approval. The Board of Directors of the Company has, by resolutions duly resolution adopted by unanimous vote at a meeting of the Board of all Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to (the date hereof, “Company Board Approval”) has duly (i) determined that the Merger is fair to, and in the best interests interest of, the Company and its stockholders shareholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated herebythereby, including the Merger, and (iii) recommended that the stockholders shareholders of the Company approve and adopt this Agreement and approve the Merger and directed that such matter be submitted to the Company’s stockholders shareholders at the Company StockholdersShareholders’ Meeting.

Board Approval. The Board Company’s board of Directors of the Company hasdirectors, by resolutions duly adopted (and not thereafter modified or rescinded) by unanimous vote (with no abstentions) at a meeting of the Board of Directors of the Company duly called and held held, or by unanimous written consent, has (a) approved and not subsequently rescinded or modified in any way prior to adopted this Agreement, the date hereofMerger and the other Transactions, duly (ib) determined that this Agreement, the Merger is and the Transactions are fair to, to and in the best interests of, of the Company and its stockholders shareholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the MergerMerger advisable, and (iiic) recommended that all of the stockholders shareholders of the Company adopt this Agreement and directed that such matter be submitted to authorize the Company’s stockholders at the Company Stockholders’ MeetingMerger.

Board Approval. The Board of Directors of the Company hasBoard, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to on January 18, 2002 with the date hereofunanimous approval of all non-interested directors, duly has (i) determined that this Agreement and the Merger is transactions contemplated hereby, including the Merger, taken together, are at a price and on terms that are advisable and fair to, to and in the best interests of, of the Company and its stockholders and declared the Merger to be advisable, stockholders; (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, in all respects; and (iii) recommended as of the date hereof, resolved to recommend that the stockholders of the Company approve and adopt this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ MeetingMerger.

Board Approval. The Company Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to the date hereof, duly has (i) approved the Merger and the terms thereof set forth in Article 1 of this Agreement, (ii) determined that the Merger is advisable and fair to, and in the best interests of, the of Company and its stockholders and declared the Merger to be advisableStockholders, (iiiii) approved directed that the “agreement of merger” set forth in this Agreement and be submitted to the transactions contemplated hereby, including the MergerStockholders for adoption, and (iiiiv) recommended resolved to recommend that the stockholders Stockholders adopt the “agreement of the Company adopt merger” set forth in this Agreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted to for consideration of the Company’s stockholders at the Company Stockholders’ Meeting.

Board Approval. The Board of Directors of the Company has, by resolutions duly resolution adopted by unanimous vote at a meeting of the Board of all Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to (the date hereof"Company Board Approval"), duly (i) determined that the Merger is fair to, and in the best interests interest of, the Company and its stockholders shareholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated herebythereby, including the Merger, and (iii) recommended that the stockholders shareholders of the Company approve and adopt this Agreement and approve the Merger and directed that such matter be submitted to the Company’s stockholders 's shareholders at the Company Stockholders’ Shareholders' Meeting.

Board Approval. The Company Board of Directors of the Company hasDirectors, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to the date hereofat which all Directors were present, duly has unanimously (i) determined duly and validly approved this Agreement and approved and taken all corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Merger and the transactions contemplated hereby, and (ii) resolved that the Merger is fair to, and in the best interests of, the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) recommended resolved to recommend that the stockholders of the Company approve and adopt this Agreement and the Merger, and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ Meeting. None of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified.

Board Approval. The Board On or prior to the date of Directors of the Company hasthis Agreement, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company Company, by votes duly adopted by unanimous approval of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way prior to the date hereofway, has duly (ia) determined that this Agreement and the Merger is are fair to, and in the best interests of, of the Company and its stockholders and declared the Merger to be advisablestockholders, (iib) approved this Agreement and the transactions contemplated herebyMerger and determined that the execution, including the Mergerdelivery and performance of this Agreement is desirable, and (iiic) recommended that the stockholders of the Company approve and adopt this Agreement and directed that such matter this Agreement and the transactions contemplated hereby be submitted to for consideration by the Company’s 's stockholders at the Company Stockholders’ ' Meeting.

Board Approval. The Board of Directors of the Company hasCompany, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to the date hereofway, has duly (i) determined that this Agreement and the Merger is fair to, are advisable and in the best interests of, of the Company and its stockholders and declared the Merger to be advisablestockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, Merger and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ MeetingAgreement.

Board Approval. The Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting of the Board of all Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to (the date hereof, “Company Board Approval”) has duly (i) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated herebythereby, including the Merger, and (iii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ Meeting.

Board Approval. The On or prior to the date of this Agreement, the Board of Directors of the Company hasCompany, by resolutions duly adopted by unanimous vote approval of those voting at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to the date hereofway, has duly (ia) determined that this Agreement and the Merger is are fair to, and in the best interests of, of the Company and its stockholders and declared the Merger to be advisablestockholders, (iib) approved this Agreement and the transactions contemplated herebyMerger and determined that the execution, including the Mergerdelivery and performance of this Agreement is desirable, and (iiic) recommended that the stockholders of the Company approve and adopt this Agreement and directed that such matter this Agreement and the transactions contemplated hereby be submitted to for consideration by the Company’s 's stockholders at the Company Stockholders’ ' Meeting.

Board Approval. The Board On or prior to the date of Directors of the Company hasthis Agreement, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company Company, by votes duly adopted by unanimous approval of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way prior to the date hereofway, has duly (ia) determined that this Agreement and the Merger is are fair to, to and in the best interests of, of the Company and its stockholders and declared the Merger to be advisablestockholders, (iib) approved this Agreement and the transactions contemplated herebyMerger and determined that the execution, including the Mergerdelivery, and performance of this Agreement is desirable, and (iiic) recommended that the stockholders of the Company approve and adopt this Agreement and directed that such matter this Agreement and the transactions contemplated hereby be immediately submitted to for consideration by the Company’s stockholders at the Company Stockholders’ Meeting's stockholders.

Board Approval. The Company Board of Directors of the Company hasDirectors, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to the date hereofat which all Directors were present, duly has unanimously (i) determined duly and validly approved this Agreement and approved and taken all corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Merger and the transactions contemplated hereby, and (ii) resolved that the Merger is fair to, and in the best interests of, the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) recommended resolved to recommend that the stockholders of the Company approve and adopt this Agreement and the Merger, and directed that such matter be submitted to the Company’s 's stockholders at the Company Stockholders’ ' Meeting. None of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified.

Board Approval. The Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting of the Board of all Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to (the date hereof, duly "COMPANY BOARD APPROVAL") (i) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and declared this Agreement and the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated herebythereby, including the Merger, and (iii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that such matter be submitted to the Company’s 's stockholders at the Company Stockholders’ ' Meeting.

Board Approval. The Board of Directors of the Company hasCompany, by resolutions duly adopted by unanimous vote of all directors voting at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to (the date hereof“Company Board Approval”), has duly (i) determined that this Agreement and the Merger is are advisable and are fair to, to and in the best interests of, of the Company and its stockholders and declared the Merger to be advisablestockholders, (ii) approved this Agreement Agreement, the Merger and the other transactions contemplated hereby, including the Merger, by this Agreement and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that such matter this Agreement and the transactions contemplated hereby be submitted to for consideration by the Company’s stockholders at the Company Stockholders’ Stockholders Meeting.

Board Approval. The Board of Directors of the Company has(other than T.J. ▇▇▇▇▇▇▇) ▇▇s, by resolutions duly adopted by unanimous vote at a meeting as of the Board date of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to the date hereofthis Agreement, duly (i) determined that approved without dissent, subject to the Merger is fair to, and approval of the Company's stockholders as required in the best interests ofCompany's Articles of Incorporation and applicable law, the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including (ii) determined that the MergerMerger is in the best interests of the stockholders of the Company and is on terms that are fair to such Company stockholders, and (iii) recommended that the Company stockholders of the Company adopt approve this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ MeetingMerger.

Board Approval. The Board Company’s board of Directors of the Company hasdirectors, by resolutions duly adopted (and not thereafter modified or rescinded) by unanimous vote (with no abstentions) at a meeting of the Board of Directors of the Company duly called and held held, has (a) approved this Agreement, the Certificate of Merger and not subsequently rescinded or modified in any way prior to the date hereofMerger, duly (ib) determined that this Agreement and the terms and conditions of the Merger is fair toare fair, just, reasonable, equitable, advisable and in the best interests of, of the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Mergerstockholders, and (iiic) recommended that all of the stockholders of the Company adopt this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ MeetingAgreement.

Board Approval. The Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting as of -------------- the Board date of Directors of this Agreement, (i) approved, subject to stockholder approval, this Agreement, the Company duly called Ancillary Agreements and held the Merger and not subsequently rescinded or modified in any way prior to the date hereofother transactions contemplated hereby and thereby, duly (iii) determined that the Merger is fair to, consistent with the long- term business strategy of Company and is in the best interests of, of the stockholders of Company and its is on terms that are fair to such stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) recommended adopted a resolution declaring the Merger advisable and (iv) determined unanimously to recommend that the stockholders of the Company adopt this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ MeetingAgreement.

Board Approval. The Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting as of the Board date of Directors of this Agreement, (i) approved this Agreement, the Company duly called Ancillary Agreements and held the Merger and not subsequently rescinded or modified in any way prior to the date hereofother transactions contemplated hereby and thereby, duly (iii) determined that the Merger is fair to, consistent with the long-term business strategy of Company and is in the best interests of, of the stockholders of Company and its is on terms that are fair to such stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) recommended adopted a resolution declaring the Merger advisable and (iv) determined unanimously to recommend that the stockholders of the Company adopt this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ MeetingAgreement.

Board Approval. The Board of Directors of the Company hasCompany, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company duly called and held and not subsequently rescinded or modified in any way prior to the date hereofway, has duly (i) determined that this Agreement and the Merger is fair to, are advisable and in the best interests of, of the Company and its stockholders and declared the Merger to be advisablestockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, Merger and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that such matter be submitted to Agreement. Assuming the Company’s stockholders at accuracy of the Company Stockholders’ Meeting.representations and

Board Approval. The Board Company’s board of Directors of the Company hasdirectors, by resolutions duly adopted (and not thereafter modified or rescinded) by unanimous vote (with no abstentions) at a meeting of the Board of Directors of the Company duly called and held or by unanimous written consent, has (a) approved this Agreement, the Related Agreements to which the Company is a party, the Merger and not subsequently rescinded or modified in any way prior to the date hereofother Transactions, duly (ib) determined that this Agreement and the terms and conditions of the Merger is and the Transactions are fair to, advisable and in the best interests of, of the Company and its stockholders and declared the Merger to be advisable, (ii) approved this Agreement and the transactions contemplated hereby, including the Mergerstockholders, and (iiic) recommended that all of the stockholders of the Company adopt and approve this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ MeetingAgreement.

Board Approval. The Board of Directors of the Company has, by resolutions duly adopted by unanimous vote at a meeting of the Board of Directors of the Company all directors duly called and held and not subsequently rescinded or modified in any way prior to the date hereof, duly hereof (ithe “Company Board Approval”), (a) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and declared the Merger to be advisable, (iib) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iiic) recommended that the stockholders of the Company adopt this Agreement and directed that such matter be submitted to the Company’s stockholders at the Company Stockholders’ Meeting.