Common use of Board Approval Clause in Contracts

Board Approval. The Board of Directors of Hanover, at a meeting duly called and held, has unanimously (i) determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of Hanover, (ii) approved the Merger, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including the issuance of the Hanover Common Stock in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) and (ix) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meeting.

Board Approval. The Board of Directors of HanoverB, at a meeting duly called and heldacting on the recommendation of the Special Committee, has unanimously has, on December 18, 2001, (i) determined that approved and adopted this Agreement, the B Merger and the other transactions contemplated hereby ancillary agreements to which B is a party, (ii) determined that this Agreement, the B Merger and the ancillary agreements to which B is a party are advisable and in the best interests of HanoverB and its stockholders and that the terms of this Agreement, the B Merger and the ancillary agreements to which B is a party are advisable and fair to B and its stockholders, (iiiii) approved determined to recommend that the Mergerstockholders of B approve and adopt this Agreement and the B Merger and (iv) resolved to elect, to the extent permitted by Law, not to be subject to any "moratorium", "control share acquisition", "business combination", "fair price" or other form of anti-takeover laws and regulations of any jurisdiction (including Sections 415-171 and 172 and Chapter 417E of the HBCA) that may purport to be applicable to this Agreement or any ancillary agreement. In addition, the Board of Directors of B has taken all necessary action under the Rights Agreement, dated December 23, 1994, by and between B and ChaseMellon Shareholder Services LLC, as successor to Chemical Trust Company of California, as such agreement has been amended, restated, modified and supplemented from time to time (the "B RIGHTS AGREEMENT") (including any amendment thereof) so that (A) none of the execution, delivery or performance of this Agreement or any of the ancillary agreements or the consummation of any of the transactions contemplated hereby or thereby will cause (1) the rights issued pursuant to the B Rights Agreement to become exercisable, (2) a Distribution Date to occur, (3) Share Acquisition Date to occur, (4) a Section 11(a)(ii) Event to occur or (4) a SECTION 13(a) Event to occur and (B) the execution, delivery and performance of this Agreement and the ancillary agreements and the consummation of the transactions contemplated hereby, (iii) approved each hereby and thereby will be exempt from the B Rights Agreement. B has furnished the other parties to this Agreement with a true and correct copy of the Executed Transaction Agreements to which Hanover is a party, (iv) determined resolutions of the Board of Directors of B that has the amendment and restatement of Hanover’s Charter as set forth effects specified in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including the issuance of the Hanover Common Stock in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) and (ix) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meetingpreceding sentence.

Board Approval. (i) The Parent Board of Directors of Hanover, by resolutions duly adopted by a unanimous vote at a meeting of all directors of Parent duly called and heldheld (which, as of the execution and delivery of this Agreement by the parties hereto, have not been rescinded, modified or withdrawn in any way), has unanimously (iA) determined that the Merger this Agreement and the other transactions contemplated hereby hereby, including the Merger, and the Parent Share Issuance, upon the terms and subject to the conditions set forth herein, are advisable fair to, and in the best interests of Hanoverof, Parent and Parent’s shareholders, (iiB) approved the Mergerand declared advisable this Agreement, including the execution, delivery delivery, and performance of this Agreement thereof, and the consummation of the transactions contemplated hereby, (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including the issuance of Merger and the Hanover Common Stock in the Merger (the “Merger Parent Share Issuance”), (B) upon the amendment terms and restatement of Hanover’s Charter as subject to the conditions set forth in the Articles of Amendment and Restatementherein, (C) directed that the Plan Amendmentgranting of authority to the Parent Board to effect the Parent Share Issuance be submitted to a vote of Parent’s shareholders for adoption at the Parent Shareholders Meeting, and (D) resolved to recommend that Parent’s shareholders vote in favor of approval of granting the Exchange Parent Board authority to effect the Parent Share Issuance, subject to Section 6.4(b) Issuance (collectively, the “Hanover Parent Board Recommendation”). (ii) The US Holdco Board by resolutions duly adopted by a unanimous vote at a meeting of all directors of US Holdco duly called and held, has (A) determined that this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, US Holdco, and (ixB) directed that such matters be submitted for consideration approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of the Hanover transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth herein. (iii) The Merger Sub Board by resolutions duly adopted by a unanimous vote at a meeting of all directors of Merger Sub duly called and held, has (A) determined that this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, Merger Sub and Parent and US Holdco, as the sole stockholders at of Merger Sub, (B) approved and declared advisable this Agreement, including the Hanover Stockholders Meetingexecution, delivery, and performance thereof, and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth herein, and (C) resolved to recommend that Parent and US Holdco, as the sole stockholders of Merger Sub, approve the adoption of this Agreement in accordance with the DGCL.

Board Approval. The (a) By resolutions duly adopted (and not thereafter modified or rescinded) by ▇▇▇▇▇▇’s Board of Directors (including any required committee or subgroup of such board), the Board of Directors of Hanover, at a meeting duly called and held, Parent has unanimously (i) determined that approved the execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement, the Additional Agreements to which it is a party and the other consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which a Parent Party is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of HanoverParent and Parent’s stockholders; (iii) directed that the Parent Proposals be submitted to the Parent’s stockholders for consideration at the Parent Stockholder Meeting, (iiiv) determined that the transactions contemplated hereby constitutes a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation (“Business Combination”) and (v) recommended to the Parent’s stockholders to adopt and approve each of the Parent Proposals (“Parent Board Recommendation”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by ▇▇▇▇▇▇ Sub’s Board of Directors (including any required committee or subgroup of such board), Merger Sub’s Board of Directors has, unanimously (i) approved the Merger, the execution, delivery and performance by ▇▇▇▇▇▇ Sub of this Agreement Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein, (iiiii) approved each declared the advisability of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including (iii) determined that the issuance of the Hanover Common Stock transactions contemplated hereby are in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement best interests of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) its sole stockholder and (ixiv) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meetingrecommended to Merger Sub’s sole stockholder to adopt this Agreement.

Board Approval. (i) The Parent Board of Directors of Hanover, by resolutions duly adopted by a unanimous vote at a meeting of all directors of Parent duly called and held, held and has unanimously (iA) determined that the Merger this Agreement and the other transactions contemplated hereby hereby, including the Mergers, the Holdco Stock Issuance and the Holdco Charter Amendment, upon the terms and subject to the conditions set forth herein, are advisable fair to, and in the best interests of Hanoverof, Parent and the Parent’s stockholders, (iiB) approved the Mergerand declared advisable this Agreement, including the execution, delivery delivery, and performance of this Agreement thereof, and the consummation of the transactions contemplated hereby, (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including the issuance of Mergers, the Hanover Common Holdco Stock in Issuance and the Merger (Holdco Charter Amendment, upon the “Merger Share Issuance”), (B) terms and subject to the amendment and restatement of Hanover’s Charter as conditions set forth in the Articles of Amendment and Restatementherein, (C) directed that this Agreement, the Plan AmendmentHoldco Stock Issuance and the Holdco Charter Amendment be submitted to a vote of Parent’s stockholders for adoption or approval, as the case may be, at the Parent Stockholders Meeting, and (D) resolved to recommend that Parent’s stockholders vote in favor of adoption of this Agreement and approval of the Exchange Share IssuanceParent Merger, subject to Section 6.4(b) the Holdco Stock Issuance and the Holdco Charter Amendment (collectively, the “Hanover Parent Board Recommendation”). Subject to Section 5.04, the Parent Board has not rescinded or modified such resolutions in any way. (ii) The Holdco Board by resolutions duly adopted by a unanimous vote at a meeting of all directors of Holdco duly called and held and, not subsequently rescinded or modified in any way, has (ixA) determined that this Agreement and the transactions contemplated hereby, including the Holdco Stock Issuance and the Holdco Charter Amendment, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, Holdco and Parent, as the sole stockholder of Holdco, (B) approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by this Agreement, including the Holdco Stock Issuance and the Holdco Charter Amendment, upon the terms and subject to the conditions set forth herein, (C) directed that such matters the Holdco Stock Issuance and the Holdco Charter Amendment be submitted for consideration approval by Parent, as the sole stockholder of Holdco, and (D) resolved to recommend that Parent, as the sole stockholder of Holdco, approve the Holdco Stock Issuance and the Holdco Charter Amendment in accordance with the DGCL. (iii) Each of the Hanover stockholders Rooster Merger Sub Board and Parent Merger Sub Board by resolutions duly adopted by a unanimous vote at a meeting of all directors of Rooster Merger Sub or Parent Merger Sub, as applicable, duly called and held and, not subsequently rescinded or modified in any way, has (A) determined that this Agreement and the Hanover Stockholders Meetingtransactions contemplated hereby, including the Mergers, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, Rooster Merger Sub or Parent Merger Sub, as applicable, and Holdco, as the sole stockholder of Rooster Merger Sub and Parent Merger Sub, (B) approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by this Agreement, including the Mergers, upon the terms and subject to the conditions set forth herein, (C) directed that this Agreement be submitted for adoption by Holdco, as the sole stockholder of Rooster Merger Sub and Parent Merger Sub, and (D) resolved to recommend that Holdco, as the sole stockholder of Rooster Merger Sub and Parent Merger Sub, adopt this Agreement in accordance with the DGCL.

Board Approval. The Board Company's board of Directors directors, following the recommendation of Hanoverthe special committee appointed on December 7, 2000 to evaluate a possible transaction with J Net and by resolutions duly adopted by unanimous vote of those voting (but with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ abstaining and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ not present ) at a meeting duly called and heldheld and not subsequently rescinded or modified in any way (the "COMPANY BOARD APPROVAL"), has unanimously duly (i) determined that the Merger this Agreement and the other Stand-By Purchase Agreement and the transactions contemplated hereby and thereby are advisable fair to and in the best interests of Hanoverthe Company and its shareholders (other than J Net) and declared the transactions contemplated hereby and thereby to be advisable, (ii) approved the Merger, the execution, delivery and performance of this Agreement and the consummation of Stand-By Purchase Agreement and the transactions contemplated hereby, hereby and thereby and (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined recommended that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, Company Shareholders (vother than J Net) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) adopt this Agreement and the Merger Stand-By Purchase Agreement and the other transactions contemplated by this Agreement, including the issuance of the Hanover Common Stock in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) and (ix) directed that such matters be submitted for consideration by the Company Shareholders at the Company Meeting. In connection with the Securities Purchase Agreement dated as of October 12, 2000 (the "SERIES A AGREEMENT"), the Company's board of directors approved the transactions contemplated by the Series A Agreement pursuant to which J Net became an "interested stockholder" under Section 203 of the Hanover stockholders at DGCL, rendering the Hanover Stockholders Meetingprohibitions in such section inapplicable to J Net in connection with this Agreement and the Stand-By Purchase Agreement and the transactions contemplated hereby and thereby. Notwithstanding anything contained herein to the contrary, the Company's board of directors shall not be required to recommend to the Company Shareholders whether or not any Company Shareholder should exercise any rights granted in connection with the Rights Offering.

Board Approval. The (a) On or prior to the date hereof, the Board of Directors of HanoverBanknorth, at a meeting duly called and held, has unanimously by unanimous vote of those voting at the meeting (the “Banknorth Board Approval”), (i) determined that this Agreement, the Stockholders Agreement, the Migratory Merger and the other transactions contemplated hereby Acquisition Merger are advisable fair to and in the best interests of HanoverBanknorth and its shareholders and declared the Migratory Merger and the Acquisition Merger to be advisable, (ii) approved the Mergerthis Agreement, the executionStockholders Agreement, delivery and performance of this Agreement the Migratory Merger and the consummation of the transactions contemplated herebyAcquisition Merger, (iii) approved each recommended that the shareholders of Banknorth approve this Agreement with respect to the Executed Transaction Agreements Migratory Merger and directed that such matter be submitted for consideration by Banknorth shareholders at the Banknorth Shareholders Meeting referred to which Hanover is a partybelow, and (iv) authorized and directed that Banknorth, in its capacity as sole stockholder of Banknorth Delaware, give its affirmative vote to adopt this Agreement with respect to the Mergers at a meeting of such sole stockholder. Banknorth has taken any action required to be taken by it in order to exempt this Agreement, the Stockholders Agreement and the transactions contemplated hereby and thereby, including the Mergers, from the requirements of Article 9 of the Amended Articles. (b) The Board of Directors of Banknorth Delaware, at a meeting duly called and held, by unanimous vote of those voting at the meeting, (i) determined that this Agreement, the amendment Stockholders Agreement, the Migratory Merger and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable Acquisition Merger are fair to and in the best interests of Hanover, (v) adopted Banknorth Delaware and its stockholder and declared the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Migratory Merger and the other transactions contemplated by Acquisition Merger to be advisable, (ii) approved this Agreement, including the issuance of the Hanover Common Stock in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectivelyStockholders Agreement, the “Hanover Board Recommendation”) Migratory Merger and the Acquisition Merger, and (ixiii) recommended that the sole stockholder of Banknorth Delaware adopt this Agreement with respect to the Mergers and directed that such matters matter be submitted for consideration by the sole stockholder of the Hanover stockholders Banknorth Delaware at the Hanover Stockholders Meetinga meeting thereof.

Board Approval. The Board of Directors of Hanoverthe Company, at a meeting duly called and held, has unanimously by unanimous vote (i) determined that the Merger Amalgamation Consideration and the other Exchange Ratio constitute value that is greater than or equal to fair value for each Company Common Share and share of Convertible Preferred Stock in accordance with the Companies Act and this Agreement and the Amalgamation Agreement and the transactions contemplated hereby and thereby, including the Amalgamation, are advisable and fair to, and in the best interests of Hanoverof, the Company, (ii) approved the Mergerthis Agreement, the execution, delivery and performance of this Amalgamation Agreement and the consummation of the transactions contemplated herebyhereby and thereby, including the Amalgamation, and (iii) approved each of the Executed Transaction Agreements resolved, subject to which Hanover is a partySection 7.4, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon holders of the Company Common Shares and shares of Convertible Preferred Stock approve (A) and adopt this Agreement, the Amalgamation Agreement and the Merger and the other transactions contemplated by this Agreementhereby and thereby, including the issuance of the Hanover Common Stock in the Merger (the “Merger Share Issuance”), (B) the amendment Amalgamation and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) and (ix) directed that such matters be submitted for consideration by Company shareholders at the Company Stockholders Meeting. The Company hereby agrees to the inclusion in the joint proxy statement/prospectus relating to the matters to be submitted to the holders of Company Common Shares and shares of Convertible Preferred Stock at the Company shareholders meeting to approve and adopt this Agreement, the Amalgamation Agreement and the Amalgamation (the “Company Stockholders Meeting”) and to the holders of the Hanover stockholders shares of Parent Common Stock at the Hanover Parent stockholders meeting (the “Parent Stockholders Meeting”) to approve the issuance of shares of Parent Common Stock in the Amalgamation for purposes of the rules of the Nasdaq Global Select Market (the “Parent Share Issuance”) and to approve and adopt the Parent Charter Amendment (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), of the recommendation of the Board of Directors of the Company described in this Section 3.28 (subject to the right of the Board of Directors of the Company to withdraw, amend or modify such recommendation in accordance with Section 7.4).

Board Approval. The (a) By resolutions duly adopted (and not thereafter modified or rescinded) by P▇▇▇▇▇’s Board of Directors (including any required committee or subgroup of such board), the Board of Directors of Hanover, at a meeting duly called and held, Parent has unanimously (i) determined that approved the execution, delivery and performance by P▇▇▇▇▇ and Merger Sub of this Agreement, the Additional Agreements to which it is a party and the other consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which a Parent Party is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of HanoverParent and Parent’s stockholders; (iii) directed that the Parent Proposals be submitted to the Parent’s stockholders for consideration at the Parent Stockholder Meeting; (iv) determined that the transactions contemplated hereby constitutes a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation; and (v) recommended to the Parent’s stockholders to adopt and approve each of the Parent Proposals (“Parent Board Recommendation”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by M▇▇▇▇▇ Sub’s Board of Directors (including any required committee or subgroup of such board), Merger Sub’s Board of Directors has, unanimously (iii) approved the Merger, the execution, delivery and performance by M▇▇▇▇▇ Sub of this Agreement Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein, (iiiii) approved each declared the advisability of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including (iii) determined that the issuance of the Hanover Common Stock transactions contemplated hereby are in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement best interests of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) its sole stockholder and (ixiv) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meetingrecommended to Merger Sub’s sole stockholder to adopt this Agreement.

Board Approval. The Board (a) In the case of Directors the Company, the board of Hanoverdirectors of the Company, by resolutions duly adopted at a meeting duly called and held, has unanimously has: (i) determined that the Consideration constitutes fair value for each Company Common Share in accordance with the Companies Act and deemed it advisable and fair to, and in the best interests of, the Company to enter into this Agreement and the Merger Agreement to consummate the Merger and the other transactions contemplated hereby; (ii) adopted this Agreement and the Merger Agreement and authorized and approved the Merger and the other transactions contemplated hereby; (iii) determined that the amendments to the Company’s bye-laws set forth in Exhibit D (the “Bye-Law Amendment”) are advisable to and in the best interests of the Company and authorized and approved the Bye-Law Amendment; and (iv) recommended that the shareholders of the Company vote in favor of the Required Company Vote (the “Company Recommendation”), subject to Section 5.4(c), and directed that such matters be submitted for consideration by Company shareholders at the Company Shareholder Meeting. (b) In the case of Parent, the board of directors of Parent, by resolutions duly adopted at a meeting duly called and held, has: (i) deemed it advisable and fair to, and in the best interests of, Parent to enter into this Agreement and the Merger Agreement and to consummate the Parent Share Issuance and the other transactions contemplated hereby; (ii) adopted this Agreement and the Merger Agreement and authorized and approved the Parent Share Issuance and the other transactions contemplated hereby and thereby; (iii) recommended that the shareholders of Parent vote in favor of the matters constituting the Required Parent Vote (the “Parent Recommendation”), subject to Section 5.4(c), and directed that such matters be submitted for consideration by Parent shareholders at the Parent Shareholder Meeting. In the case of Parent, the only action necessary for approval of the Parent Board Expansion will be the adoption of resolutions by the Parent board of directors increasing its size by two members and electing the Proposed New Directors and such resolutions are permitted by, and comply with, the Virginia Stock Corporation Act and the articles of incorporation and by-laws of Parent. (c) Parent and the Merger Sub represent and warrant to the Company that: (i) the board of directors of the Merger Sub, by unanimous written consent without a meeting, has (A) deemed it advisable and fair to, and in the best interests of, the Merger Sub to enter into this Agreement and the Merger Agreement and to consummate the Merger and the other transactions contemplated hereby, (B) adopted this Agreement and the Merger Agreement and authorized and approved the Merger and the other transactions contemplated hereby are advisable and in (C) recommended that the best interests sole shareholder of Hanover, the Merger Sub approve such matters; and (ii) approved the Merger, the execution, delivery and performance of this Agreement and the consummation sole shareholder of the transactions contemplated hereby, (iii) Merger Sub has approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger Agreement and the other transactions contemplated by this Agreement, including the issuance of the Hanover Common Stock in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) and (ix) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meetinghereby.

Board Approval. The Section 203 of the DGCL. --------------------------------------- (a) In accordance with Section 203 of the DGCL ("Section 203"), the ----------- Board of Directors of HanoverExodus has, at a meeting duly called and heldprior to the execution hereof, has unanimously approved (i) determined that the Merger execution and the other transactions contemplated hereby are advisable and in the best interests of Hanover, (ii) approved the Merger, the execution, delivery and performance by Exodus of this Agreement and the consummation of the transactions contemplated hereby, (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement and (ii) any transaction that results in any "affiliate" (as defined in Section 203) or --------- "associate" (as defined in Section 203) of Global Crossing NA becoming an --------- "interested stockholder" (as defined in Section 203) by virtue of Global ---------------------- Crossing NA or its affiliate or associate owning any shares of Exodus acquired pursuant to this Agreement or acquired after the Closing in compliance with the Stockholders Agreement. Accordingly, the ownership by Global Crossing NA, its affiliates and its associates of shares of Exodus acquired pursuant to this Agreement or after the Closing in compliance with the Stockholders Agreement will not result in the provisions of Section 203 applicable to a "business -------- combination" (as defined in Section 203) between such persons (or their ----------- affiliates or associates) and the Company. No state takeover statute or similar statute or regulation of the State of Delaware or of any other state or jurisdiction applies to this Agreement, including the issuance Merger, or any of the Hanover Common Stock other transactions contemplated hereby or thereby and no provision of the certificate of incorporation, by-laws or other governing instruments of Exodus would, directly or indirectly, restrict or impair the ability of GCG to vote, or otherwise to exercise the rights of a stockholder with respect to, securities of Exodus that may be acquired or controlled by GCG or permit any stockholder to acquire securities of Exodus or the Surviving Corporation on a basis not available to GCG in the Merger event that GCG was to acquire securities of Exodus. (b) The Board of Directors of Exodus will have, prior to the “Merger Share Issuance”)Closing, (B) adopted Amendment No. 2 to the amendment and restatement of Hanover’s Charter as Exodus Rights Agreement in substantially the form set forth in as Exhibit D hereto so that the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) and (ix) directed that such matters be submitted for consideration provisions of the Hanover stockholders at Rights --------- Agreement will not be triggered by the Hanover acquisition by Global Crossing NA or its affiliates or associates of shares of Exodus pursuant to this Agreement or after the Closing in compliance with the Stockholders MeetingAgreement.

Board Approval. The Board (a) In the case of Directors IPC, the board of Hanoverdirectors of IPC, by resolutions duly adopted by unanimous vote at a meeting duly called and held, has unanimously (i) determined that the Merger Consideration and the other transactions contemplated hereby are Exchange Ratio constitutes fair value for each IPC Common Share in accordance with the Companies Act and deemed it fair to, advisable to and in the best interests of Hanover, (ii) approved the Merger, the execution, delivery and performance of IPC to enter into this Agreement and to consummate, the consummation of Amalgamation and the other transactions contemplated hereby, (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (vii) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger Amalgamation Agreement and authorized and approved the Amalgamation and the other transactions contemplated by this Agreement, including (iii) recommended that the issuance shareholders of IPC vote in favor of matters constituting the Hanover Common Stock Required IPC Vote (as defined in the Merger Section 3.10(b)) (the “Merger Share Issuance”), (B) the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board IPC Recommendation”) and (ixiv) determined that the amendments to IPC’s bye-laws attached as Exhibit B (the “IPC Bye-Law Amendment”) are advisable to and in the best interests of IPC, and directed that such matters be submitted for consideration by IPC shareholders at the IPC Shareholders Meeting (as defined in Section 5.1(c)). (b) In the case of Validus, the board of directors of Validus, by resolutions duly adopted by unanimous vote at a meeting duly called and held, has (i) deemed it fair to, advisable and in the best interests of Validus to enter into this Agreement and to consummate the Share Issuance and the other transactions contemplated hereby, (ii) adopted this Agreement and authorized and approved the Share Issuance, and (iii) recommended that the shareholders of Validus vote in favor of the Hanover stockholders matters constituting the Required Validus Vote (as defined in Section 3.10(a)) (the “Validus Recommendation”) and directed that such matters be submitted for consideration by Validus shareholders at the Hanover Stockholders MeetingValidus Shareholders Meeting (as defined in Section 5.1(b)). (c) In the case of Validus, the board of directors of Amalgamation Sub, by unanimous written consent without a meeting, has (i) determined that this Agreement and the Amalgamation are advisable and in the best interests of Amalgamation Sub and its sole shareholder, (ii) adopted this Agreement and authorized and approved the Amalgamation and (iii) recommended that the sole shareholder of Amalgamation Sub approve such matters. The sole shareholder of Amalgamation Sub has approved this Agreement, the Amalgamation and the other transactions contemplated hereby.

Board Approval. The (a) By resolutions duly adopted (and not thereafter modified or rescinded) by P▇▇▇▇▇’s Board of Directors (including any required committee or subgroup of such board), the Board of Directors of Hanover, at a meeting duly called and held, Parent has unanimously (i) determined that approved the execution, delivery and performance by P▇▇▇▇▇ and Merger Sub of this Agreement, the Additional Agreements to which it is a party and the other consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; determined that this Agreement, the Additional Agreements to which a Parent Party is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of HanoverParent and Parent’s stockholders; (iii) directed that the Parent Proposals be submitted to Parent’s stockholders for consideration at the Parent Stockholder Meeting, (iiiv) determined that the transactions contemplated hereby constitutes a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation and (v) recommended to Parent’s stockholders to adopt and approve each of the Parent Proposals (“Parent Board Recommendation”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by M▇▇▇▇▇ Sub’s Board of Directors (including any required committee or subgroup of such board), Merger Sub’s Board of Directors has, unanimously (i) approved the Merger, the execution, delivery and performance by M▇▇▇▇▇ Sub of this Agreement Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein, (iiiii) approved each declared the advisability of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including (iii) determined that the issuance of the Hanover Common Stock transactions contemplated hereby are in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement best interests of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) its sole stockholder and (ixiv) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meetingrecommended to Merger Sub’s sole stockholder to adopt this Agreement.

Board Approval. The Board of Trustees of ProLogis, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held (the “ProLogis Board Approval”), has (i) approved this Agreement and declared this Agreement and the transactions contemplated hereby, including the Mergers, to be advisable and in the best interests of ProLogis and its shareholders, (ii) upon the terms and subject to the conditions of this Agreement, resolved to recommend that the shareholders of ProLogis approve the Mergers and direct that such matter be submitted for consideration by ProLogis shareholders at the ProLogis Shareholders Meeting, and (iii) taken all appropriate and necessary actions to render any and all limitations on ownership of ProLogis Common Shares, as set forth in ProLogis’s Declaration of Trust, inapplicable to the Mergers and the other transactions contemplated by this Agreement. The Board of Directors of HanoverNew Pumpkin, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, has unanimously (i) determined that the Merger approved this Agreement and declared this Agreement and the other transactions contemplated hereby are hereby, including the Mergers, to be advisable and in the best interests of HanoverNew Pumpkin and its stockholders upon the terms and subject to the conditions of this Agreement, (ii) approved the Merger, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled of New Pumpkin approve the Topco Merger, and (iii) taken all appropriate and necessary actions to vote thereon approve (A) this Agreement render any and all limitations on ownership of New Pumpkin Common Stock, as set forth in New Pumpkin’s charter, inapplicable to the Merger Mergers and the other transactions contemplated by this Agreement, including the issuance of the Hanover Common Stock in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject . No state takeover statute is applicable to Section 6.4(b) (collectivelythis Agreement, the “Hanover Board Recommendation”) and (ix) directed that such matters be submitted for consideration of Mergers or the Hanover stockholders at the Hanover Stockholders Meetingother transactions contemplated hereby or thereby.

Board Approval. The Board Company Board, acting upon the recommendation of Directors of Hanover, the Special Committee and by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and heldheld and, has unanimously as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that the Merger this Agreement and the other transactions contemplated hereby hereby, including the Offer and the Merger, are advisable fair to, and in the best interests of, the holders of HanoverCompany Common Stock, (ii) approved and declared advisable the Merger, “agreement of merger” (as such term is used in Section 251 of the execution, delivery and performance of DGCL) contained in this Agreement and the consummation of the transactions contemplated hereby, (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including the issuance of Offer and the Hanover Common Stock Merger, in accordance with the Merger DGCL, (iii) resolved to recommend that Company stockholders accept the Offer, tender their Shares pursuant to the Offer and, if required by applicable Laws, adopt the “Merger Share Issuance”), (B) the amendment and restatement agreement of Hanover’s Charter as merger” set forth in this Agreement and approve the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) Merger (collectively, the “Hanover Company Board Recommendation”) and (ixiv) directed that such matters be submitted for consideration authorized and approved the Top-Up Option and the issuance of the Hanover stockholders Top-Up Shares thereunder. The Special Committee, acting by resolutions duly adopted by unanimous vote at a meeting of all members of the Hanover Stockholders MeetingSpecial Committee duly called and held and, as of the date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that the Subsidiary Transfer Agreement and the transactions contemplated thereby are fair to, and in the best interests of, the Company and (ii) approved the entering into and performance by the Company of the Subsidiary Transfer Agreement and the transactions contemplated thereby (including, with respect to arrangements entered into on or prior to the date hereof, to the extent set forth in Sections 6.12 and 6.13). The Company Board has delegated to the Special Committee full authority to approve the Subsidiary Transfer, the Subsidiary Transfer Agreement and the transactions contemplated thereby.

Board Approval. (a) The Board Acquiror Board, by resolutions duly adopted by unanimous vote of Directors of Hanover, those voting at a meeting duly called and heldheld and not subsequently rescinded or modified in any way, has unanimously duly (i) determined that the Merger this Agreement and the other transactions contemplated hereby Transactions, including the Mergers and OpCo Unit Contribution, are advisable fair to and in the best interests of Hanover, Acquiror and its stockholders; and (ii) approved recommended that the Merger, the execution, delivery stockholders of Acquiror approve and performance of adopt this Agreement and the consummation Transactions (including the Mergers and OpCo Unit Contribution). (b) The board of the transactions contemplated herebydirectors of Merger Sub I, by resolutions duly adopted by unanimous written consent, has duly (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (ivi) determined that this Agreement and the amendment Transactions, including the Mergers and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable OpCo Unit Contribution, are fair to and in the best interests of Hanover, Merger Sub I and its sole stockholder and (vii) adopted the Amended recommended that its sole stockholder approve and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) adopt this Agreement and the Merger Transactions (including the Mergers and OpCo Unit Contribution). (c) The board of directors of New PubCo, by resolutions duly adopted by unanimous written consent, has duly (i) determined that this Agreement and the other transactions contemplated by Transactions, including the Mergers and OpCo Unit Contribution, are fair to and in the best interests of New PubCo and its sole stockholder; (ii) approved this Agreement, the Restated New PubCo Charter, the Restated New PubCo Bylaws, and the Transactions; and (iii) recommended that its sole stockholder approve and adopt this Agreement, the Restated New PubCo Charter, the Restated New PubCo Bylaws and the Transactions (including the issuance Mergers and OpCo Unit Contribution). (d) The sole member of Merger Sub II, by resolutions duly adopted by written consent, has duly (i) determined that this Agreement and the Hanover Common Stock Transactions, including the Mergers and OpCo Unit Contribution, are fair to and in the best interests of Merger (the “Merger Share Issuance”), (B) the amendment Sub II and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) its sole member and (ixii) directed that such matters be submitted for consideration of approved and adopted this Agreement and the Hanover stockholders at Transactions (including the Hanover Stockholders MeetingMergers and OpCo Unit Contribution).

Board Approval. (a) The Board Purchaser’s board of Directors directors (including any required committee or subgroup of Hanover, at a meeting duly called and held, such board) has unanimously (i) declared the advisability of this Agreement and the Additional Agreements and the Merger, the Amended and Restated Purchaser Charter and the other transactions contemplated hereby and thereby, (ii) determined that this Agreement and the Additional Agreements and the Merger, the Amended and Restated Purchaser Charter and the other transactions contemplated hereby and thereby are fair to and in the best interests of the stockholders of the Purchaser, and (iii) recommended that the Purchaser’s stockholders approve this Agreement and the Merger, the Amended and Restated Purchaser Charter and the other Purchaser Stockholder Matters set forth in the Proxy Statement. The only vote of the holders of any class or series of capital stock of the Purchaser necessary to approve this Agreement and the Merger and other transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of Purchaser Common Stock. (b) The Merger Sub’s board of directors has unanimously (i) declared the advisability of this Agreement and the Additional Agreements and the Merger and the other transactions contemplated hereby are advisable and in the best interests of Hanoverthereby, (ii) approved the Merger, the execution, delivery and performance of determined that this Agreement and the consummation of the transactions contemplated hereby, (iii) approved each of the Executed Transaction Additional Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated hereby and thereby are fair to and in the best interests of the sole stockholder of the Merger Sub, and (iii) recommended that the sole stockholder of the Merger Sub approve this Agreement and the Merger. The only vote of the holders of any class or series of capital stock of the Merger Sub necessary to approve this Agreement and the Merger and other transactions contemplated by this Agreement, including Agreement is the issuance affirmative vote of the Hanover Common Stock in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement holders of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) and (ix) directed that such matters be submitted for consideration a majority of the Hanover stockholders at the Hanover Stockholders Meetingoutstanding shares of Merger Sub Common Stock.

Board Approval. The Board (a) In the case of Directors of HanoverPRE, the PRE Board, by resolutions duly passed at a meeting duly called and held, has unanimously has: (i) determined that the Merger PRE Consideration and the other transactions contemplated hereby are PRE Exchange Ratio constitute fair value for each PRE Common Share in accordance with the Companies Act and deemed it advisable and fair to, and in the best interests of Hanoverof, PRE to enter into this Agreement and to consummate the Transactions to which PRE is a party; (ii) approved the Merger, the execution, delivery and performance of adopted this Agreement and authorized and approved the consummation of the transactions contemplated hereby, Transactions to which PRE is a party; and (iii) approved each recommended that the shareholders of PRE vote affirmatively in connection with obtaining the Executed Transaction Agreements Requisite PRE Vote (the “PRE Board Recommendation”), subject to Section 5.8, and directed that this Agreement, the Amalgamation Agreement and the Transactions to which Hanover PRE is a party be submitted for consideration by the shareholders of PRE at the PRE Shareholder Meeting. (b) In the case of Axis, the Axis Board, by resolutions duly passed at a meeting duly called and held, has: (i) determined that the Axis Consideration and the Axis Exchange Ratio constitute fair value for each Axis Common Share in accordance with the Companies Act and deemed it advisable and fair to, and in the best interests of, Axis to enter into this Agreement and to consummate the Transactions to which Axis is a party; (ii) approved and adopted this Agreement and authorized and approved the Transactions; and (iii) recommended that the shareholders of Axis vote affirmatively in connection with obtaining the Required Axis Vote (the “Axis Board Recommendation”), subject to Section 5.8, and directed that this Agreement, the Amalgamation Agreement and the Transactions be submitted for consideration by the shareholders of Axis at the Axis Shareholder Meeting; and (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Axis Bye-Law Amendment and Restatement is advisable and in the best interests of HanoverAxis, (v) adopted and authorized and approved the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Axis Bye-Law Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including the issuance of the Hanover Common Stock in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) and (ix) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meeting.

Board Approval. (a) The Board board of Directors directors of HanoverParent, by resolutions duly adopted at a meeting duly called and held, has unanimously (i) unanimously determined that it is in the best interests of Parent to enter into this Agreement and to consummate the Merger, the Parent Share Issuance and the other transactions contemplated hereby; (ii) adopted this Agreement and authorized and approved the Parent Share Issuance and the other transactions contemplated hereby; and (iii) recommended that the shareholders of Parent vote in favor of the Parent Share Issuance (the “Parent Recommendation”). (b) Parent shall cause the board of managing directors of Bid Sub to, by unanimous written consent without a meeting, (i) deem it in the best interests of Bid Sub to enter into this Agreement and the Merger Agreement and to consummate the Merger and the other transactions contemplated hereby are advisable and thereby, (ii) adopt this Agreement and the Merger Agreement and authorize and approve the Merger and the transactions contemplated hereby and thereby and (iii) recommend that the sole quota holder of Bid Sub approve such matters. (c) Parent shall cause the board of managing directors of Merger Sub to decide, by unanimous written consent without a meeting, (i) that it is deemed in the best interests of Hanover, (ii) approved the Merger, the execution, delivery and performance of Merger Sub to enter into this Agreement and the consummation of the transactions contemplated hereby, (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Merger Agreement and to consummate the Merger and the other transactions contemplated by hereby and thereby, (ii) to adopt this Agreement, including the issuance of the Hanover Common Stock in Agreement and the Merger (Agreement and authorize and approve the “Merger Share Issuance”), (B) and the amendment other transactions contemplated hereby and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) thereby and (ixiii) directed to recommend that the sole quota holder of Merger Sub approve such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meetingmatters.

Board Approval. The (a) By resolutions duly adopted (and not thereafter modified or rescinded) by ▇▇▇▇▇▇’s Board of Directors (including any required committee or subgroup of such board), the Board of Directors of Hanover, at a meeting duly called and held, Parent has unanimously (i) determined that approved the execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement, the Additional Agreements to which it is a party and the other consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which a Parent Party is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of HanoverParent and Parent’s stockholders; (iii) directed that the Parent Proposals be submitted to Parent’s stockholders for consideration at the Parent Stockholder Meeting, (iiiv) determined that the transactions contemplated hereby constitutes a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation and (v) recommended to Parent’s stockholders to adopt and approve each of the Parent Proposals (“Parent Board Recommendation”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by ▇▇▇▇▇▇ Sub’s Board of Directors (including any required committee or subgroup of such board), Merger Sub’s Board of Directors has, unanimously (i) approved the Merger, the execution, delivery and performance by ▇▇▇▇▇▇ Sub of this Agreement Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby, including the Merger on the terms and subject to the conditions set forth herein and therein, (iiiii) approved each declared the advisability of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including (iii) determined that the issuance of the Hanover Common Stock transactions contemplated hereby are in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement best interests of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) its sole stockholder and (ixiv) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meetingrecommended to Merger Sub’s sole stockholder to adopt this Agreement.

Board Approval. The Board of Directors of HanoverStar Special Committee, at a meeting duly called and held, has unanimously (i) determined that the Merger this Agreement and the other Separation and Distribution Agreement and the transactions contemplated hereby and thereby, including the Merger, the Charter Amendment, the Par Value Charter Amendment, the SpinCo Reorganization, the SpinCo Distribution and the Star Stock Issuance, are advisable and in the best interests of Hanover, Star and (ii) approved recommended to the Board of Directors of Star that it approve and declare advisable this Agreement and the Separation and Distribution Agreement and the transactions contemplated hereby and thereby, including the Merger, the executionCharter Amendment, the Par Value Charter Amendment, the SpinCo Reorganization, the SpinCo Distribution and the Star Stock Issuance, upon the terms contained herein and therein. The Board of Directors of Star, by resolutions duly adopted, has (a) approved and adopted this Agreement and the Separation and Distribution Agreement and declared this Agreement and the Separation and Distribution Agreement and the transactions contemplated hereby and thereby, including the Merger, the Charter Amendment, the Par Value Charter Amendment, the SpinCo Reorganization, the SpinCo Distribution and the Star Stock Issuance, to be advisable and in the best interests of Star, (b) subject to Section 6.4, resolved to recommend that the stockholders of Star approve the Merger and the Star Stock Issuance and direct that such matters be submitted for consideration by Star stockholders at the Star Stockholders Meeting, and (c) taken all appropriate and necessary actions to render any and all limitations on mergers, business combinations and ownership of shares of Star Common Stock as set forth in Star’s Organizational Documents or in any state takeover statute to be inapplicable to the transactions contemplated by this Agreement. Prior to the Closing, the Board of Directors of SpinCo and the sole stockholder of SpinCo will have taken all actions required for the execution and delivery of the Separation and performance of this Distribution Agreement and the consummation of the transactions contemplated hereby, (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including the issuance of the Hanover Common Stock in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) and (ix) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meetingthereby.

Board Approval. The (a) By resolutions duly adopted (and not thereafter modified or rescinded) by ▇▇▇▇▇▇’s Board of Directors (including any required committee or subgroup of such board), the Board of Directors of Hanover, at a meeting duly called and held, Parent has unanimously (i) determined that approved the execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement, the Additional Agreements to which it is a party and the other consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which a Parent Party is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of HanoverParent and Parent’s stockholders; (iii) directed that the Parent Proposals be submitted to the Parent’s stockholders for consideration at the Parent Stockholder Meeting; (iv) determined that the transactions contemplated hereby constitutes a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation; and (v) recommended to the Parent’s stockholders to adopt and approve each of the Parent Proposals (“Parent Board Recommendation”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by ▇▇▇▇▇▇ Sub’s Board of Directors (including any required committee or subgroup of such board), Merger Sub’s Board of Directors has, unanimously (iii) approved the Merger, the execution, delivery and performance by ▇▇▇▇▇▇ Sub of this Agreement Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein, (iiiii) approved each declared the advisability of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including (iii) determined that the issuance of the Hanover Common Stock transactions contemplated hereby are in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement best interests of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) its sole stockholder and (ixiv) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meetingrecommended to Merger Sub’s sole stockholder to adopt this Agreement.

Board Approval. The Board of Directors of Hanover, at a meeting duly called and held, has unanimously (i) The Parent Board, by resolutions duly adopted by a unanimous vote of all directors of Parent and not subsequently rescinded or modified in any way has (A) determined that the Merger this Agreement and the other transactions contemplated hereby hereby, including the Merger, the Parent Stock Issuance, the Parent Charter Amendment, the Parent Bylaw Amendment and the REP 2021 LTIP, upon the terms and subject to the conditions set forth herein, are advisable fair to, and in the best interests of Hanoverof, Parent and the Parent’s stockholders, (iiB) approved the Mergerand declared advisable this Agreement, including the execution, delivery delivery, and performance of this Agreement thereof, and the consummation of the transactions contemplated herebyby this Agreement, including the Merger, the Parent Stock Issuance, the Parent Charter Amendment, the Parent Bylaw Amendment, and the REP 2021 LTIP, in each case, upon the terms and subject to the conditions set forth herein, (iiiC) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement for purposes of the Rights Agreement, dated as of March 16, 2017, by and between Parent and Continental Stock Transfer & Trust Company, with the effect that such Rights Agreement and all Rights (as defined therein) will automatically be terminated in accordance with Section 7(a) and Section 13 thereof at the Closing, (D) directed that the approval and adoption of this Agreement and the Merger, the Parent Stock Issuance, the Parent Charter Amendment, the Parent Bylaw Amendment, and the REP 2021 LTIP be submitted to a vote of the Parent’s stockholders at the Parent Stockholders Meeting, and (E) resolved to recommend that Parent’s stockholders approve and adopt this Agreement and the transactions contemplated by this Agreement, including the issuance of Merger, the Hanover Common Parent Stock in Issuance, the Merger (the “Merger Share Issuance”), (B) the amendment and restatement of Hanover’s Parent Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share IssuanceParent Bylaw Amendment, subject to Section 6.4(b) and the REP 2021 LTIP (collectively, the “Hanover Parent Board Recommendation”). (ii) The Merger Sub Board by resolutions duly adopted by a unanimous vote at a meeting of all members of the Merger Sub Board duly called and held and, not subsequently rescinded or modified in any way, has (A) determined that this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, Merger Sub and Parent, as the sole member of Merger Sub, (B) approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth herein, and (ixC) directed resolved to recommend that such matters be submitted for consideration Parent, as the sole member of Merger Sub, approve the Hanover stockholders at adoption of this Agreement in accordance with the Hanover Stockholders MeetingDLLCA.

Board Approval. The (a) By resolutions duly adopted (and not thereafter modified or rescinded) by P▇▇▇▇▇’s Board of Directors (including any required committee or subgroup of such board), the Board of Directors of Hanover, at a meeting duly called and held, Parent has unanimously (i) determined that approved the execution, delivery and performance by P▇▇▇▇▇ and Merger Sub of this Agreement, the Additional Agreements to which it is a party and the other consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which a Parent Party is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of HanoverParent and Parent’s stockholders; (iii) directed that the Parent Proposals be submitted to Parent’s stockholders for consideration at the Parent Stockholder Meeting, (iiiv) determined that the transactions contemplated hereby constitutes a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation and (v) recommended to Parent’s stockholders to adopt and approve each of the Parent Proposals (“Parent Board Recommendation”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by M▇▇▇▇▇ Sub’s Board of Directors (including any required committee or subgroup of such board), Merger Sub’s Board of Directors has, unanimously (i) approved the Merger, the execution, delivery and performance by M▇▇▇▇▇ Sub of this Agreement Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein, (iiiii) approved each declared the advisability of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including (iii) determined that the issuance of the Hanover Common Stock transactions contemplated hereby are in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement best interests of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) its sole stockholder and (ixiv) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meetingrecommended to Merger Sub’s sole stockholder to adopt this Agreement.

Board Approval. The (a) By resolutions duly adopted (and not thereafter modified or rescinded) by Parent’s Board of Directors (including any required committee or subgroup of such board) the Board of Directors of Hanover, at a meeting duly called and held, Parent has unanimously (i) determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of Hanover, (ii) approved the Merger, the execution, delivery and performance by ▇▇▇▇▇▇ and Merger Sub of this Agreement Agreement, the Ancillary Agreements to which such Parent Party is a party, and the consummation of the transactions contemplated herebyhereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein (ii) determined that this Agreement, the Additional Agreement to which a Parent Party is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are in the best interests of Parent and Parent’s shareholders, (iii) approved each of directed that the Executed Transaction Agreements Parent Proposals be submitted to which Hanover is a partyParent’s shareholders for consideration at the Parent Shareholder Meeting, (iv) determined that the amendment and restatement of Hanover’s Charter transactions contemplated hereby constitutes a “Business Combination” as set forth such term is defined in the Parent Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) recommended to Parent’s shareholders to adopt and approve each of the Parent Proposals (“Parent Board Recommendation”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by ▇▇▇▇▇▇ Sub’s Board of Directors (including any required committee or subgroup of such board), Merger Sub’s Board of Directors has, as of the Amended and Restated Bylaws as the Bylaws date of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDATthis Agreement, (vii) approved any issuance the execution, delivery and performance by ▇▇▇▇▇▇ Sub of Hanover Common Stock pursuant this Agreement, the Ancillary Agreements to which Merger Sub is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the Exchange Agreements (the “Exchange Share Issuance”)conditions set forth herein and therein, (viiii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase declared the total number advisability of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including (iii) determined that the issuance of the Hanover Common Stock transactions contemplated hereby are in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement best interests of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) its sole stockholder and (ixiv) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meetingrecommended to Merger Sub’s sole shareholder to adopt this Agreement.

Board Approval. The Board of Directors of HanoverB, at a meeting duly called and heldacting on the recommendation of the Special Committee, has unanimously has, on December 18, 2001, (i) determined that approved and adopted this Agreement, the B Merger and the other transactions contemplated hereby ancillary agreements to which B is a party, (ii) determined that this Agreement, the B Merger and the ancillary agreements to which B is a party are advisable and in the best interests of HanoverB and its stockholders and that the terms of this Agreement, the B Merger and the ancillary agreements to which B is a party are advisable and fair to B and its stockholders, (iiiii) approved determined to recommend that the Mergerstockholders of B approve and adopt this Agreement and the B Merger and (iv) resolved to elect, to the extent permitted by Law, not to be subject to any "moratorium", "control share acquisition", "business combination", "fair price" or other form of anti-takeover laws and regulations of any jurisdiction (including Sections 415-171 and 172 and Chapter 417E of the HBCA) that may purport to be applicable to this Agreement or any ancillary agreement. In addition, the Board of Directors of B has taken all necessary action under the Rights Agreement, dated December 23, 1994, by and between B and ChaseMellon Shareholder Services LLC, as successor to Chemical Trust Company of California, as such agreement has been amended, restated, modified and supplemented from time to time (the "B Rights Agreement") (including any amendment thereof) so that (A) none of the execution, delivery or performance of this Agreement or any of the ancillary agreements or the consummation of any of the transactions contemplated hereby or thereby will cause (1) the rights issued pursuant to the B Rights Agreement to become exercisable, (2) a Distribution Date to occur, (3) Share Acquisition Date to occur, (4) a Section 11(a)(ii) Event to occur or (4) a Section 13(a) Event to occur and (B) the execution, delivery and performance of this Agreement and the ancillary agreements and the consummation of the transactions contemplated hereby, (iii) approved each hereby and thereby will be exempt from the B Rights Agreement. B has furnished the other parties to this Agreement with a true and correct copy of the Executed Transaction Agreements to which Hanover is a party, (iv) determined resolutions of the Board of Directors of B that has the amendment and restatement of Hanover’s Charter as set forth effects specified in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including the issuance of the Hanover Common Stock in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) and (ix) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meetingpreceding sentence.

Board Approval. The (a) By resolutions duly adopted (and not thereafter modified or rescinded) by Parent’s Board of Directors (including any required committee or subgroup of such board), the Board of Directors of Hanover, at a meeting duly called and held, Parent has unanimously (i) determined that approved the execution, delivery and performance by Parent and Merger Sub of this Agreement, the Additional Agreements to which it is a party and the other consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; determined that this Agreement, the Additional Agreements to which a Parent Party is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of HanoverParent and Parent’s stockholders; (iii) directed that the Parent Proposals be submitted to the Parent’s stockholders for consideration at the Parent Stockholder Meeting, (iiiv) determined that the transactions contemplated hereby constitute a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation and (v) recommended to the Parent’s stockholders to adopt and approve each of the Parent Proposals (“Parent Board Recommendation”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by Merger Sub’s Board of Directors (including any required committee or subgroup of such board), Merger Sub’s Board of Directors has, unanimously (i) approved the Merger, the execution, delivery and performance by Merger Sub of this Agreement Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein, (iiiii) approved each declared the advisability of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including (iii) determined that the issuance of the Hanover Common Stock transactions contemplated hereby are in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement best interests of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) its sole stockholder and (ixiv) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meetingrecommended to Merger Sub’s sole stockholder to adopt this Agreement.

Board Approval. The Board of Directors of Hanover, at a meeting or meetings duly called and held, has unanimously (i) determined that the Merger and the other transactions contemplated hereby are advisable and in the best interests of Hanover, (ii) approved the Merger, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s 's Charter as set forth in the Articles of Amendment and Restatement is Restatement, in separate groups of related amendments, and the amendment and restatement of Hanover's Charter as set forth therein, are advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “"Exchange Share Issuance”"), (vii) adopted an amendment to Hanover’s 's 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “"Plan Amendment”"), (viii) adopted, subject to completion of the Merger, the 2009 Long-Term Incentive Award Plan of Hanover Capital Mortgage Holdings, Inc. in the form set forth as Exhibit F to this Agreement (the "New Plan"), (ix) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including the issuance of the Hanover Common Stock in the Merger (the “"Merger Share Issuance”"), (B) the amendment and restatement of Hanover’s 's Charter as set forth in the Articles of Amendment and Restatement, whether presented to Hanover's stockholders as a single proposal or as separate proposals to approve the separate amendments or groups of related amendments to be effected by such amendment and restatement of Hanover's Charter (each, such separate proposal, a "Component Proposal"), (C) the Plan Amendment, (D) the New Plan and (E) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “"Hanover Board Recommendation”") and (ixx) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meeting.

Board Approval. The Board (a) In the case of Directors IPC, the board of Hanoverdirectors of IPC, by resolutions duly adopted by unanimous vote at a meeting duly called and held, has unanimously (i) determined that the Merger Amalgamation Consideration and the Exchange Ratio constitutes fair value for each IPC Common Share in accordance with the Companies Act and deemed it fair to, advisable to and in the best interests of IPC to enter into this Agreement and to consummate, the Amalgamation and the other transactions contemplated hereby hereby, (ii) adopted this Agreement and the Amalgamation Agreement and authorized and approved the Amalgamation and the other transactions contemplated by this Agreement and (iii) recommended that the shareholders of IPC vote in favor of matters constituting the Required IPC Vote (as defined in Section 3.10(b)) (the “IPC Recommendation”) and (iv) determined that the amendments to IPC’s bye-laws set forth in Exhibit E (the “IPC Bye-Law Amendment”) are advisable to and in the best interests of IPC, and directed that such matters be submitted for consideration by IPC shareholders at the IPC Shareholders Meeting (as defined in Section 5.1(c)). (b) In the case of Validus, the board of directors of Validus, by resolutions duly adopted unanimously, has (i) deemed it fair to, advisable and in the best interests of Validus to enter into this Agreement and to consummate the Share Issuance and the other transactions contemplated hereby, (ii) adopted this Agreement and authorized and approved the Share Issuance, and (iii) recommended that the shareholders of Validus vote in favor of the matters constituting the Required Validus Vote (the “Validus Recommendation”) and directed that such matters be submitted for consideration by Validus shareholders at the Validus Shareholders Meeting (as defined in Section 5.1(b)). (c) In the case of Validus, the board of directors of Amalgamation Sub, by unanimous written consent without a meeting, has (i) determined that this Agreement and the Amalgamation are advisable and in the best interests of HanoverAmalgamation Sub and its sole shareholder, (ii) approved the Merger, the execution, delivery and performance of adopted this Agreement and authorized and approved the consummation of the transactions contemplated hereby, Amalgamation and (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined recommended that the amendment and restatement sole shareholder of Hanover’s Charter as set forth in Amalgamation Sub approve such matters. The sole shareholder of Amalgamation Sub has approved this Agreement, the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger Amalgamation and the other transactions contemplated by this Agreement, including the issuance of the Hanover Common Stock in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) and (ix) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meetinghereby.

Board Approval. The (a) By resolutions duly adopted (and not thereafter modified or rescinded) by Parent’s Board of Directors (including any required committee or subgroup of such board), the Board of Directors of Hanover, at a meeting duly called and held, Parent has unanimously (i) determined that approved the execution, delivery and performance by Parent and Merger Sub of this Agreement, the Additional Agreements to which it is a party and the other consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which a Parent Party is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of HanoverParent and Parent’s stockholders; (iii) directed that the Parent Proposals be submitted to the Parent’s stockholders for consideration at the Parent Stockholder Meeting, (iiiv) determined that the transactions contemplated hereby constitutes a “Business Combination” as such term is defined in Parent’s amended and restated certificate of incorporation and (v) recommended to the Parent’s stockholders to adopt and approve each of the Parent Proposals (“Parent Board Recommendation”). (b) By resolutions duly adopted (and not thereafter modified or rescinded) by Merger Sub’s Board of Directors (including any required committee or subgroup of such board), Merger Sub’s Board of Directors has, unanimously (i) approved the Merger, the execution, delivery and performance by Merger Sub of this Agreement Agreement, the Additional Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein, (iiiii) approved each declared the advisability of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including (iii) determined that the issuance of the Hanover Common Stock transactions contemplated hereby are in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement best interests of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) its sole stockholder and (ixiv) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders Meetingrecommended to Merger Sub’s sole stockholder to adopt this Agreement.

Board Approval. i. The Board of Directors of HanoverParent Board, by resolutions duly adopted by a unanimous vote at a meeting of all directors of Parent duly called and heldheld and, not subsequently rescinded or modified in any way, has unanimously (iA) determined that the Merger this Agreement and the other transactions contemplated hereby hereby, including the Merger, and the Parent Stock Issuance and Change of Control, upon the terms and subject to the conditions set forth herein, are advisable fair to, and in the best interests of Hanoverof, Parent and the Parent’s stockholders, (iiB) approved the Mergerand declared advisable this Agreement, including the execution, delivery delivery, and performance of this Agreement thereof, and the consummation of the transactions contemplated hereby, (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including the issuance Merger and the Parent Stock Issuance and Change of Control, upon the Hanover Common Stock in terms and subject to the Merger (the “Merger Share Issuance”), (B) the amendment and restatement of Hanover’s Charter as conditions set forth in the Articles of Amendment and Restatementherein, (C) directed that the Plan AmendmentParent Stock Issuance be submitted to a vote of the Parent’s stockholders for adoption at the Parent Stockholders Meeting, and (D) resolved to recommend that Parent’s stockholders vote in favor of approval of the Exchange Share Issuance, subject to Section 6.4(b) Parent Stock Issuance and other Parent Stockholder Matters (collectively, the “Hanover Parent Board Recommendation”). ii. The Merger Sub Board by resolutions duly adopted by a unanimous vote at a meeting of all directors of Merger Sub duly called and held and, not subsequently rescinded or modified in any way, has (A) determined that this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, Merger Sub and Parent, as the sole stockholder of Merger Sub, (B) approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth herein, and (ixC) directed resolved to recommend that such matters be submitted for consideration Parent, as the sole stockholder of Merger Sub, approve the Hanover stockholders at adoption of this Agreement in accordance with the Hanover Stockholders MeetingDGCL.

Board Approval. The Board of Directors of HanoverCompany, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and heldheld and not subsequently rescinded or modified in any way (the "COMPANY BOARD APPROVAL"), has unanimously duly (i) determined that this Agreement and the Transactions (including the Offer, the Merger and the other transactions contemplated hereby Related Option) are advisable advisable, fair to and in the best interests of HanoverCompany and its stockholders, (ii) approved the Mergerand adopted this Agreement, the execution, delivery and performance of this Related Agreement and the consummation of Transactions (including the transactions contemplated herebyOffer, the Merger and the Related Option), (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled shareholders of Company accept the Offer, tender their shares of Company Common Stock pursuant to vote thereon the Offer and approve and adopt this Agreement and the Merger, (Aiv) consented to the inclusion of this Company Board Approval in the Offer Documents, the Schedule 14D-9 and, if applicable, the Proxy Statement, and (v) directed that, if applicable, this Agreement and the Merger and the other transactions contemplated by this Agreement, including the issuance of the Hanover Common Stock in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) and (ix) directed that such matters be submitted for consideration of the Hanover by Company's stockholders at the Hanover Stockholders Special Meeting. The Company Board Approval constitutes approval of this Agreement and the Transactions (including the Offer, the Merger and the Related Option) for purposes of Section 203 of the Delaware Law so that consummation of the Transactions (including the Offer, the Merger and the Related Option) will not cause Buyer or any of its Affiliates to become an interested stockholder of Company for purposes of Section 203 of the Delaware Law. To the knowledge of Company, except for Section 203 of the Delaware Law (the restriction on business combinations of which has been rendered inapplicable), no state takeover statute is applicable to the Transactions (including the Offer, the Merger and the Related Option). The Company Board Approval constitutes approval of this Agreement and the Transactions (including the Offer, the Merger and the Related Option) for purposes of Article 11 of the certificate of incorporation, as amended, of Company (and of any similar provision of the certificate of incorporation, by-laws or other governing documents of any of Company's Affiliates) so that neither the consummation of the Transactions (including the Offer, the Merger and the Related Option), nor any other presently contemplated transaction or Business Combination (as defined in such Article 11) involving Buyer or any of its Affiliates, on the one hand, and Company or any of its Affiliates, on the other hand, will cause Buyer or any of its Affiliates to become an interested stockholder of Company pursuant to such Article 11 (or such other similar provision).

Board Approval. The Board Parent board of Directors directors (including any required committee or subgroup of Hanoversuch board) has, at a meeting duly called and heldas of the date of this Agreement, has unanimously (ia) declared the advisability of the transactions contemplated by this Agreement, (b) determined that the transactions contemplated hereby are in the best interests of the Parent Shareholders, and (c) subject to the effectiveness of the Form F-4 and receipt of the Regulatory Approvals, recommended that the Parent Shareholders approve, authorize and adopt this Agreement, the Merger and the other transactions contemplated hereby are advisable and vote in the best interests of Hanover, (ii) approved the Merger, the execution, delivery and performance of this Agreement and the consummation favor of the transactions contemplated herebyParent Proposals. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE PARENT AND THE MERGER SUB IN THIS ARTICLE III, NEITHER PARENT NOR MERGER SUB IS MAKING ANY REPRESENTATION OR WARRANTY TO COMPANY WITH RESPECT TO PARENT, MERGER SUB, THEIR RESPECTIVE AFFILIATES OR ANOTHER PERSON OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES, CONDITION (iiiFINANCIAL OR OTHERWISE) approved each of the Executed Transaction Agreements to which Hanover is a partyOR PROSPECTS, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of HanoverTHIS, (v) adopted the Amended and Restated Bylaws as the Bylaws of HanoverNOTWITHSTANDING THE DELIVERY OR DISCLOSURE BY ANY PERSON TO COMPANY OF ANY DOCUMENTATION, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDATFORECASTS, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”)PROJECTIONS OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. COMPANY MAY NOT RELY ON ANY SUCH OTHER DOCUMENTATION, (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”)FORECASTS, (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this AgreementPROJECTIONS ORNOTHER INFORMATION AS A REPRESENTATION OF PARENT, including the issuance of the Hanover Common Stock in the Merger (the “Merger Share Issuance”)MERGER SUB, (B) the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and RestatementTHEIR RESPECTIVE AFFILIATES OR SHAREHOLDERS IN DETERMINING TO ENTER INTO THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (C) the Plan AmendmentNONE OF THE PARENT, (D) the Exchange Share IssuanceMERGER SUB, subject to Section 6.4(b) (collectivelyTHEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE SHAREHOLDERS SHALL HAVE, the “Hanover Board Recommendation”) and (ix) directed that such matters be submitted for consideration of the Hanover stockholders at the Hanover Stockholders MeetingOR BE SUBJECT TO, ANY LIABILITY UNDER THE TRANSACTION DOCUMENTS TO COMPANY, ITS SHAREHOLDERS OR AFFILIATES RESULTING FROM THE DISTRIBUTION TO, OR USE BY, ANY OF THEM OF ANY SUCH DOCUMENTATION, FORECASTS, PROJECTIONS OR OTHER INFORMATION FURNISHED OR MADE AVAILABLE TO ANY OF THEM OR THEIR RESPECTIVE REPRESENTATIVES, INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO ANY OF THEM IN ANY DATA ROOM, MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT IN THE CASE OF FRAUD. ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY THE PARENT AND THE MERGER SUB.

Board Approval. The Board of Directors of HanoverVerigy has, by resolutions duly adopted by unanimous vote at a meeting of all directors duly called and heldheld and not subsequently rescinded or modified in any way prior to the date hereof (the “Verigy Board Approval”), has unanimously (a) determined that the Holdco LTX-Credence Merger and the LTD LTX-Credence Merger are fair to, and in the best interests of, Verigy and its shareholders and declared this Agreement and the Transaction to be advisable, (b) approved this Agreement and the transactions contemplated hereby, including the Holdco Reorganization, the Holdco LTX-Credence Merger or the LTD LTX-Credence Merger, as applicable, the Charter Amendment, and the Share Issuance, (c) recommended that the shareholders of Verigy approve the Share Issuance, the Charter Amendment and the Holdco Reorganization (unless the Holdco Reorganization is withdrawn or abandoned in accordance with Section 5.19 hereof) and (d) subject to Sections 5.2 and 5.3, directed that the Share Issuance, the Charter Amendment and the Holdco Reorganization (unless the Holdco Reorganization is withdrawn or abandoned in accordance with Section 5.19 hereof) be submitted to Verigy’s shareholders at the Shareholders’ Meeting of Verigy. The Board of Directors of Holdco has, by resolutions duly adopted by unanimous vote at a meeting of all directors duly called and held and not subsequently rescinded or modified in any way prior to the date hereof (the “Holdco Board Approval”), (i) determined that the Holdco LTX-Credence Merger and the other transactions contemplated hereby are advisable is fair to, and in the best interests of Hanoverof, (ii) approved the Merger, the execution, delivery Holdco and performance of its shareholders and declared this Agreement and the consummation of Transaction to be advisable, (b) approved this Agreement and the transactions contemplated hereby, (iii) approved each of including the Executed Transaction Agreements to which Hanover is a partyHoldco Reorganization, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Holdco LTX-Credence Merger and the other transactions contemplated by this Agreement, including the issuance of the Hanover Common Stock in the Merger (the “Merger Share Issuance”), (B) the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to (c) recommended that the shareholders of Holdco approve the Share Issuance and the Holdco Reorganization (unless the Holdco Reorganization is withdrawn or abandoned in accordance with Section 6.4(b) (collectively5.19 hereof), the “Hanover Board Recommendation”) and (ixd) directed that such matters the Holdco Reorganization (unless the Holdco Reorganization is withdrawn or abandoned in accordance with Section 5.19 hereof) and the Share Issuance be submitted for consideration of the Hanover stockholders to Holdco’s shareholders at the Hanover Stockholders MeetingShareholders’ Meeting of Holdco.

Board Approval. The Board (a) In the case of Directors the Company, the board of Hanoverdirectors of the Company, by resolutions duly adopted at a meeting duly called and held, has unanimously has: (i) determined that the Merger Consideration and the Exchange Ratio constitute fair value for each Company Common Share in accordance with the Companies Act and deemed it advisable and fair to, and in the best interests of, the Company to enter into this Agreement and the Amalgamation Agreement and to consummate the Amalgamation and the other transactions contemplated hereby are advisable and in the best interests of Hanover, thereby; (ii) approved the Merger, the execution, delivery and performance of adopted this Agreement and the consummation of the transactions contemplated hereby, (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Amalgamation Agreement and authorized and approved the Merger Amalgamation and the other transactions contemplated by this Agreement, including hereby and thereby; (iii) authorized and approved the issuance termination of the Hanover Common Stock in Securityholders’ Agreement effective as of the Merger Effective Time (the “Merger Share IssuanceSecurityholders’ Agreement Termination”); (iv) in connection with any Company Subsidiaries Name Changes, (B) and only to the amendment and restatement of Hanover’s Charter as extent required under any voting ‘push-up’ provisions set forth in such Subsidiary’s shareholder’s or the Articles Company’s bye-laws, authorized and approved the applicable Company Subsidiaries Name Changes; and (v) recommended that the shareholders of Amendment and Restatement, the Company vote in favor of the Required Company Vote (C) the Plan Amendment, (D) the Exchange Share Issuance“Company Recommendation”), subject to Section 6.4(b) (collectively5.4(b), the “Hanover Board Recommendation”) and (ix) directed that such matters be submitted for consideration by Company shareholders at the Company Shareholder Meeting. (b) In the case of Parent, the board of directors of Parent, by resolutions duly adopted at a meeting duly called and held, has: (i) determined that the change in Parent’s name in accordance with Section 1.8(a)(i) (the “Name Change”) is advisable and in the best interests of, Parent; (ii) deemed it advisable and fair to, and in the best interests of, Parent to enter into this Agreement and the Amalgamation Agreement and to consummate the Parent Share Issuance and the other transactions contemplated hereby and thereby; (iii) adopted this Agreement and the Amalgamation Agreement and authorized and approved the Parent Share Issuance and the other transactions contemplated hereby and thereby; (iv) adopted a resolution authorizing and approving (A) the reorganization of the Hanover stockholders board of directors and committees thereof of Parent contemplated by Sections 1.5(a) and (b), (B) the Name Change; and (C) in connection with any Parent Subsidiaries Name Changes, and only to the extent required under any voting ‘push-up’ provisions set forth in such Subsidiary’s shareholder’s or Parent’s bye-laws, the applicable Parent Subsidiaries Names Changes; and (v) recommended that the shareholders of Parent vote in favor of the matters constituting the Required Parent Vote (the “Parent Recommendation”), subject to Section 5.4(b), and directed that such matters be submitted for consideration by Parent shareholders at the Hanover Stockholders Parent Shareholder Meeting. In the case of Parent, the resolution of the board of directors and committees thereof of Parent with respect to the reorganization of the board of directors and committees thereof of Parent described in clause (iv)(A) of the prior sentence is (1) permitted by, and complies with, the Companies Act and the memorandum of association and bye-laws of Parent and (2) the only action required to be taken by Parent or the board of directors of Parent in order to effect such reorganization. (c) Parent and the Amalgamation Sub represent and warrant to the Company that: (i) the board of directors of the Amalgamation Sub, by unanimous written consent without a meeting, has (A) deemed it advisable and fair to, and in the best interests of, the Amalgamation Sub to enter into this Agreement and the Amalgamation Agreement and to consummate the Amalgamation and the other transactions contemplated hereby and thereby, (B) adopted this Agreement and the Amalgamation Agreement and authorized and approved the Amalgamation and the other transactions contemplated hereby and thereby and (C) recommended that the sole shareholder of the Amalgamation Sub approve such matters; and (ii) the sole shareholder of the Amalgamation Sub has approved this Agreement and the Amalgamation Agreement and the other transactions contemplated hereby and thereby.

Board Approval. (a) The Board of Directors of HanoverSPAC Board, at a meeting by resolutions duly called and heldadopted by unanimous written consent, has unanimously duly (i) determined that the Merger this Agreement and the other transactions contemplated hereby Transactions, including the Mergers, are advisable and in the best interests of HanoverSPAC and are fair to the SPAC Stockholders, and (ii) approved recommended that the Merger, SPAC Board recommend that the execution, delivery SPAC Stockholders approve and performance of adopt this Agreement and the consummation Transactions. (b) The SPAC Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) upon recommendation of the transactions contemplated herebyspecial committee of the SPAC Board, determined that this Agreement and the Transactions, including the Mergers, are in the best interests of SPAC and are fair to the SPAC Stockholders; (ii) upon recommendation of the special committee of the SPAC Board, recommended that the SPAC Stockholders approve and adopt this Agreement and the Transactions and (iii) approved each been submitted for consideration by the SPAC Stockholders at the stockholders meeting. (c) The board of the Executed Transaction Agreements to which Hanover is a partydirectors of Holdings, by resolutions duly adopted by unanimous written consent, has duly (ivi) determined that this Agreement and the amendment and restatement of Hanover’s Charter as set forth in Transactions, including the Articles of Amendment and Restatement is Mergers, are advisable and in the best interests of Hanover, Holdings and its sole stockholder; (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (viii) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Transactions. (d) The sole member of Company Merger Sub, by resolutions duly adopted by written consent, has duly (i) determined that this Agreement and the other transactions contemplated by this AgreementTransactions, including the issuance of the Hanover Common Stock Mergers, are advisable and in the best interests of Company Merger Sub and (ii) approved and adopted this Agreement and the “Transactions (including the Mergers). (e) The sole member of SPAC Merger Share Issuance”)Sub, by resolutions duly adopted by written consent, has duly (Bi) determined that this Agreement and the amendment Transactions, including the Mergers, are advisable and restatement of Hanover’s Charter as set forth in the Articles best interests of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Recommendation”) SPAC Merger Sub and (ixii) directed that such matters be submitted for consideration of approved and adopted this Agreement and the Hanover stockholders at Transactions (including the Hanover Stockholders MeetingMergers).

Board Approval. The Board (a) In the case of Directors Max, the board of Hanoverdirectors of Max, by resolutions duly adopted by unanimous vote at a meeting duly called and held, has unanimously (i) determined that the Merger fair value of the Max Common Shares in accordance with the Companies Act and the other transactions contemplated hereby are deemed it fair to, advisable to and in the best interests of Hanover, (ii) approved the Merger, the execution, delivery and performance of Max to enter into this Agreement and to consummate, the consummation of Amalgamation and the other transactions contemplated hereby, (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (vii) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger Amalgamation Agreement and authorized and approved the Amalgamation and the other transactions contemplated by this Agreement, including (iii) recommended that the issuance shareholders of Max vote in favor of matters constituting the Hanover Common Stock Required Max Vote (as defined in the Merger Section 3.10(b)) (the “Merger Share Issuance”), (B) the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, (C) the Plan Amendment, (D) the Exchange Share Issuance, subject to Section 6.4(b) (collectively, the “Hanover Board Max Recommendation”) and (ixiv) determined that the amendments to Max’s bye-laws set forth in Exhibit E (the “Max Bye-Law Amendment”) are advisable to and in the best interests of Max, and directed that such matters be submitted for consideration by Max shareholders at the Max Shareholders Meeting (as defined in Section 5.1(b)). (b) In the case of IPC, the board of directors of IPC, by resolutions duly adopted by unanimous vote at a meeting duly called and held, has (i) determined that the amendments to IPC’s bye-laws set forth in Exhibit F which, if approved, shall be effective as of the Hanover stockholders Effective Time (collectively, the “IPC Bye-Law Amendments”) and the change in IPC’s name in accordance with Section 1.7 (the “Name Change”) are advisable to and in the best interests of IPC, (ii) adopted a resolution authorizing and approving the IPC Bye-Law Amendments and the Name Change and nominating the Post-Closing Directors identified in Part B of Exhibit B and any other Post-Closing Director who was not previously elected for a term expiring at IPC’s 2010 annual general meeting, to serve immediately following the Effective Time as directors of IPC, (iii) deemed it fair to, advisable and in the best interests of IPC to enter into this Agreement and to consummate the Share Issuance and the other transactions contemplated hereby, (iv) adopted this Agreement and authorized and approved the Share Issuance, and (v) recommended that the shareholders of IPC vote in favor of the matters constituting the Required IPC Vote (the “IPC Recommendation”) and directed that such matters be submitted for consideration by IPC shareholders at the Hanover Stockholders MeetingIPC Shareholders Meeting (as defined in Section 5.1(c)). (c) In the case of IPC, the board of directors of Amalgamation Sub, by unanimous written consent without a meeting, has (i) determined that this Agreement and the Amalgamation are advisable and in the best interests of Amalgamation Sub and its sole shareholder, (ii) adopted this Agreement and authorized and approved the Amalgamation and (iii) recommended that the sole shareholder of Amalgamation Sub approve such matters. The sole shareholder of Amalgamation Sub has approved this Agreement, the Amalgamation and the other transactions contemplated hereby.

Board Approval. The Board of Directors of Hanover, at a meeting duly called and held, has unanimously (i) The manager of Parent by resolutions duly adopted by unanimous consent in lieu of a meeting, has (A) determined that the Merger this Agreement and the other transactions contemplated hereby hereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable fair to, and in the best interests of Hanoverof, Parent and Parent’s members, and (iiB) approved the Mergerand declared advisable this Agreement, including the execution, delivery delivery, and performance of this Agreement thereof, and the consummation of the transactions contemplated hereby, (iii) approved each of the Executed Transaction Agreements to which Hanover is a party, (iv) determined that the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement is advisable and in the best interests of Hanover, (v) adopted the Amended and Restated Bylaws as the Bylaws of Hanover, to take effect at the time the Articles of Amendment and Restatement are accepted for record by the SDAT, (vi) approved any issuance of Hanover Common Stock pursuant to the Exchange Agreements (the “Exchange Share Issuance”), (vii) adopted an amendment to Hanover’s 1999 Equity Incentive Plan to increase the total number of shares of Hanover Common Stock that may be issued thereunder from 550,710 to 3,000,000 (the “Plan Amendment”), (viii) resolved to recommend that the Hanover stockholders entitled to vote thereon approve (A) this Agreement and the Merger and the other transactions contemplated by this Agreement, including the issuance Merger, upon the terms and subject to the conditions set forth herein. (ii) The member of Merger Sub by resolutions duly adopted by unanimous consent in lieu of a meeting, has (A) determined that this Agreement and the Hanover Common Stock transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, Merger (Sub and Parent, as the “sole member of Merger Share Issuance”)Sub, (B) approved and declared advisable this Agreement, including the amendment execution, delivery, and restatement performance thereof, and the consummation of Hanover’s Charter as the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth in the Articles of Amendment herein, and Restatement, (C) resolved to recommend that Parent, as the Plan Amendmentsole member of Merger Sub, (D) approve the Exchange Share Issuance, subject to adoption of this Agreement in accordance with the RCW. Section 6.4(b) (collectively, the “Hanover Board Recommendation”) 1.01 Proxy Statement and (ix) directed that such matters be submitted for consideration Schedule 13E-3. None of the Hanover stockholders information supplied or to be supplied in writing by Parent or Merger Sub specifically for inclusion in the Company Proxy Statement will at the Hanover Stockholders time of the mailing of the Company Proxy Statement to the shareholders of the Company, at the time of the Company Shareholders Meeting, and at the time of any amendments thereof or supplements thereto, and none of the information contained or incorporated by reference in Schedule 13E-3 filed with the SEC concurrently with the filing of the Company Proxy Statement, will at the time of such filing with the SEC, and at the time of any amendments thereof or supplements thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Schedule 13E-3 will comply as to form in all material respects with all applicable Laws. No Person other than the Founder Shareholders or their Affiliates is required to file Schedule 13E-3, and no disclosure regarding any Person other than the Founder Shareholders and their Affiliates and the Company is required to be included in Schedule 13E-3. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by the Company or its Representatives for inclusion or incorporation by reference in the Company Proxy Statement and/or Schedule 13E-3.