Common use of Board Approvals; Vote Required Clause in Contracts

Board Approvals; Vote Required. (a) The Company Board, by resolutions duly adopted at a meeting duly called and held, unanimously (i) determined that this Agreement, the Merger and the other Transactions to be consummated by the Company are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) duly authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions to be consummated by the Company, including the Merger, and (iii) resolved, subject to Section 6.03(e), to recommend adoption of this Agreement by the stockholders of the Company (such recommendation, the “Company Board Recommendation”) and (iv) directed that the adoption of this Agreement be submitted to a vote of the Company’s stockholders. (b) Assuming the accuracy of the representations and warranties in Section 4.06, the affirmative vote of the holders of a majority of all outstanding shares of Company Common Stock to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of the holders of any class or series of the capital stock or other securities of the Company necessary to approve this Agreement and consummate the Merger.

Board Approvals; Vote Required. (a) The On or prior to the date of this Agreement, the Company Board, by resolutions duly adopted at a meeting duly called and held, unanimously (i) determined that this Agreement, the Merger and the other Transactions to be consummated by the Company Company, are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) duly authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions to be consummated by the Companyit, including the Merger, and (iii) resolved, subject to Section 6.03(e6.03(d), to recommend adoption of this Agreement by the stockholders of the Company (such recommendation, the “Company Board Recommendation”) and (iv) directed that the adoption of this Agreement be submitted to a vote of the Company’s stockholders. (b) Assuming the accuracy of the representations and warranties in Section 4.064.04, the affirmative vote of the holders of a majority of all outstanding shares of Company Common Stock to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or consent of the holders of any class or series of the Company’s capital stock or other securities of the Company necessary to approve and adopt this Agreement and consummate the Merger.

Board Approvals; Vote Required. (a) The Company Board, by resolutions duly adopted at a meeting duly called and held, unanimously unanimously: (i) determined that this Agreement, Agreement and the Merger and the other Transactions to be consummated by the Company are advisable and fair to, and in the best interests of, the Company and its stockholdersthe Company Shareholders, (ii) duly authorized approved and approved the execution, delivery and performance by the Company of declared advisable this Agreement and the consummation by the Company of the Transactions to be consummated by the CompanyTransactions, including the Merger, and (iii) resolved, subject to Section 6.03(e6.03(d), to recommend adoption voting in favor of the approval of this Agreement by Agreement, the stockholders Merger and the principal terms thereof be submitted to a vote of the Company Shareholders (such recommendation, the “Company Board Recommendation”) and (iv) directed that the adoption approval of this Agreement Agreement, the Merger and the principal terms thereof be submitted to a vote of the Company’s stockholdersCompany Shareholders. (b) Assuming the accuracy of the representations and warranties in Section 4.06, the affirmative vote of the holders of a majority of all outstanding shares of The Company Common Stock to adopt this Agreement (the “Company Stockholder Approval”) Shareholder Approval is the only vote or consent of the holders of any class or series of the Company’s capital stock or other securities of the Company necessary to approve this Agreement and consummate the MergerTransactions.

Board Approvals; Vote Required. (a) The Company Board, by resolutions duly adopted at a meeting duly called and held, unanimously unanimously: (i) determined that this Agreement, Agreement and the Merger and the other Transactions to be consummated by the Company are advisable and fair to, and in the best interests of, the Company and its stockholdersshareholders, (ii) duly authorized and approved the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions to be consummated by the CompanyTransactions, including the Merger, and (iii) resolved, subject to Section 6.03(e6.03(f), to recommend adoption of this Agreement by the stockholders voting in favor of the Company Shareholder Approval (such recommendation, the “Company Board Recommendation”) and (iv) directed that the adoption of this Agreement Company Shareholder Approval be submitted to a vote of the Company’s stockholdersCompany Shareholders. (b) Assuming the accuracy of the representations and warranties in Section 4.06, the The affirmative vote of the holders of a majority of all the outstanding shares of Company Common Stock to adopt this Agreement (in favor of the “Company Stockholder Approval”) Shareholder Approval is the only vote or consent of Table of Contents the holders of any class or series of the Company’s capital stock or other securities of the Company necessary to approve this Agreement and consummate the Merger.