Common use of Board Vote; Company Stockholder Approval; Takeover Statutes Clause in Contracts

Board Vote; Company Stockholder Approval; Takeover Statutes. At or prior to the date hereof, the board of directors of the Company, at a meeting duly called and held, has, by unanimous vote of all directors, (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interest of the Company’s stockholders, (b) approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Merger, and (c) resolved to recommend that the stockholders of the Company adopt this Agreement and approve the Merger (the “Company Recommendation”). Assuming the accuracy of the representations and warranties of Parent and the Merger Subs in Section 5.24, (i) the Company Stockholder Approval is the only vote of holders of any class of securities of the Company which is required to adopt this Agreement and effect the transactions contemplated hereby and (ii) the board of directors of the Company has taken all action necessary so that no “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal laws in the United States applicable to the Company, including the restrictions on business combinations contained in Section 203 of the DGCL will apply with respect to this Agreement or the transactions contemplated hereby, including the Merger. Each holder of shares of Company Common Stock entitled to vote at the Company Special Meeting is entitled to one vote per share.

Board Vote; Company Stockholder Approval; Takeover Statutes. At or prior to the date hereof, the board of directors of the Company, at a meeting duly called and held, has, by unanimous vote of all directors, (a) determined that this Agreement Agreement, the Ancillary Agreements and the transactions contemplated herebyTransactions, including the Merger, are advisable, fair to and in the best interest of the Company’s stockholders, (b) approved and adopted this Agreement Agreement, the Ancillary Agreements and the transactions contemplated by this AgreementTransactions, including the Merger, and (c) resolved to recommend that the stockholders of the Company adopt this Agreement and approve the Merger (the “Company Recommendation”). Assuming the accuracy of the representations and warranties of Parent and the Merger Subs Sub in Section 5.245.10, (i) the Company Stockholder Approval is the only vote of holders of any class of securities of the Company which that is required to adopt this Agreement and effect the transactions contemplated hereby Transactions and (ii) the board of directors of the Company has taken all action necessary so that no the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to this Agreement or the Transactions, including the Merger. Each holder of shares of Common Stock entitled to vote at the Company Special Meeting is entitled to one vote per share. No “business acquisition”, “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal laws in the United States applicable to the Company, including Company is applicable to the restrictions on business combinations contained in Section 203 of the DGCL will apply with respect to this Agreement Merger or the transactions contemplated hereby, including the Merger. Each holder of shares of Company Common Stock entitled to vote at the Company Special Meeting is entitled to one vote per shareother Transactions.

Board Vote; Company Stockholder Approval; Takeover Statutes. At or prior to the date hereof, the board of directors Company Board, on the recommendation of the CompanySpecial Committee, at a meeting duly called and held, has, by unanimous vote of all directors, (a) determined that this Agreement and the transactions contemplated hereby, including the MergerMergers, are advisable, fair to and in the best interest of the Company’s stockholders, (b) approved and adopted this Agreement and the transactions contemplated by this Agreement, including the MergerMergers, and (c) resolved to recommend directed that the stockholders adoption of the Company adopt this Agreement and approve the Merger approval of the Mergers be submitted to a vote at the Company Special Meeting and (d) made the “Company Recommendation”). Assuming the accuracy of the representations and warranties of Parent and the Merger Subs Sub in Section 5.244.26, (i) the Company Stockholder Approval is the only vote or consent of holders of any class of securities of the Company which is required to adopt this Agreement and effect the transactions contemplated hereby and (ii) hereby. Assuming the board of directors accuracy of the representations and warranties of Parent and Merger Sub in Section 4.26, the Company Board has taken all action necessary so that no the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to this Agreement or the transactions contemplated hereby, including the Mergers. Each holder of shares of Company Common Stock entitled to vote at the Company Special Meeting is entitled to one vote per share. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal laws in the United States applicable to the Company, including Company is applicable to the restrictions on business combinations contained in Section 203 of the DGCL will apply with respect to this Agreement Mergers or the other transactions contemplated hereby, including the Merger. Each holder of shares of Company Common Stock entitled to vote at the Company Special Meeting is entitled to one vote per share.

Board Vote; Company Stockholder Approval; Takeover Statutes. At or prior to the date hereof, the board of directors of the Company, at a meeting duly called and held, has, by unanimous vote of all directorsdirectors then in office (other than any director who is an executive officer of the Company that may have abstained from such vote), (a) determined that this Agreement and the transactions contemplated hereby, including the MergerMerger and the Restructuring Transactions, are advisable, fair to and in the best interest of the Company’s stockholders, ; (b) approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Merger, and ; (c) resolved to recommend that the stockholders of the Company adopt this Agreement and approve the Merger (the “Company Recommendation”). Assuming the accuracy ) and (d) approved each of the representations and warranties of Parent Restructuring Agreements and the Merger Subs in Section 5.24, (i) transactions contemplated by the Restructuring Agreements. The Company Stockholder Approval is the only vote of holders of any class of securities of the Company which is are required to adopt this Agreement and effect the transactions contemplated hereby and (ii) the Agreement. The board of directors of the Company has taken all action necessary so that no the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to this Agreement or the transactions contemplated hereby, including the Merger. In connection with the Company Stockholder Approval, each holder of shares of Common Stock entitled to vote at the Company Stockholder Meeting is entitled to one vote per share. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal laws in the United States applicable to the Company, including Company is applicable to the restrictions on business combinations contained in Section 203 of the DGCL will apply with respect to this Agreement Merger or the other transactions contemplated hereby, including the Merger. Each holder of shares of Company Common Stock entitled to vote at the Company Special Meeting is entitled to one vote per share.