Common use of Company Action Clause in Contracts

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on July 6, 1999, has unanimously (A) determined that this Agreement, the Shareholder Agreements and the transactions contemplated hereby and thereby, including, without limitation, each of the Offer, the Merger and the tender of Shares pursuant to the Shareholder Agreements, are fair to and in the best interests of the shareholders of the Company, (B) approved and adopted this Agreement and the transactions, including, without limitation, the Offer, the Merger and the tender of Shares pursuant to the Shareholder Agreements, contemplated hereby and thereby, (C) taken all action to render the provisions of the Rights Agreement, dated as of July 17, 1996, between the Company and The First National Bank of Boston, as Rights Agent, and of Section 203 of the Delaware Law inapplicable to the Offer, the Merger and the Shareholder Agreements, and (D) recommend that the shareholders of the Company accept the Offer and approve and adopt this Agreement and the transactions, including, without limitation, the Merger, contemplated hereby, and (ii) SG Cxxxx Xxxurities Corporation ("SG Cxxxx") xas delivered to the Board an opinion to the effect that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger is fair to such holders of Shares from a financial point of view, it being understood and acknowledged that such opinion has been rendered to the Board and may only be relied upon by the Board, the Company and any successors thereto. Subject only to the provisions of Sections 6.04 and 8.01(e) below, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that the Board may withdraw such consent in the exercise of its fiduciary duties as contemplated in Sections 6.04 and 8.01(e) below.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that its Board of Directors (i) the Board"Board of Directors"), at a meeting duly called and held on July 6, 1999held, has (i) unanimously (A) determined that this Agreement, the Shareholder Agreements Agreement and the transactions contemplated hereby hereby, including the Offer and thereby, including, without limitation, each of the Offer, the Merger and the tender of Shares pursuant to the Shareholder Agreements(as defined in Section 2.1), are fair to and in the best interests interest of the shareholders of the CompanyCompany and its stockholders, (Bii) unanimously approved and adopted this Agreement and the transactionstransactions contemplated hereby, includingincluding the Offer and the Merger, without limitationwhich approvals are sufficient to render entirely inapplicable to the Offer and the Merger or Parent or Sub the provisions of Chapters 110C, 110D, 110E and 110F of the Massachusetts General Laws, (iii) taken such action as is necessary to exempt this Agreement, the Offer, the Merger and the tender purchase of Shares pursuant to the Shareholder Agreements, contemplated hereby and thereby, (C) taken all action to render the provisions of the Rights Agreement, dated as of July 17, 1996, between the Company and The First National Bank of Boston, as Rights Agent, and of Section 203 of the Delaware Law inapplicable to the Offer, the Merger and the Shareholder Agreements, other transactions contemplated hereby from the provisions set forth in (x) Article 6 of the Company's Restated Articles of Organization under the captions "Vote Required for Certain Business Combinations" and "Redemption of Shares" and (Dy) recommend that the shareholders Article 11 of the Company accept Company's Restated By-Laws and (iv) resolved to recommend acceptance of the Offer and approve approval and adopt adoption of this Agreement and the transactions, including, without limitation, Merger by its stockholders. NationsBanc Xxxxxxxxxx Securities LLC (the Merger, contemplated hereby, and (ii) SG Cxxxx Xxxurities Corporation ("SG CxxxxFinancial Advisor") xas has delivered to the Board an opinion of Directors its written opinion, subject to the qualifications and limitations stated therein, to the effect that the consideration to be received by the holders of the Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger Merger, taken together, is fair to such the holders of Shares from a financial point of view, it being understood and acknowledged that such opinion . The Company has been rendered to the Board and may only be relied upon authorized by the BoardFinancial Advisor to permit, subject to prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the Company and any successors inclusion of the fairness opinion (or a reference thereto. Subject only to the provisions of Sections 6.04 and 8.01(e) below, the Company hereby consents to the inclusion in the Offer Documents and the Schedule 14D-9 (as defined in paragraph (b) of this Section 1.2). The Company has been advised that Xxxxxx Xxxxxxxx, President and Chief Executive Officer and a Director of the recommendation Company, has agreed, pursuant to the Tender and Voting Agreement, dated the date of this Agreement, among Parent, Offeror and Xxxxxx Xxxxxxxx (the "Tender and Voting Agreement"), to tender all of the Board described in Shares beneficially owned by him pursuant to the immediately preceding sentence; providedOffer and, howeverto the Company's knowledge, that the Board may withdraw such consent in the exercise all of its fiduciary duties other directors and executive officers intend as contemplated of the date hereof to the extent of their beneficial ownership of Shares, to tender their Shares pursuant to the Offer. The Company will promptly furnish Parent with a list of its stockholders, mailing labels containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in Sections 6.04 stock depositories, in each case as of the most recent practicable date, and 8.01(ewill provide to Parent such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) belowand such other assistance as Parent may reasonably request from time to time in connection with the Offer and the Merger (including but not limited to communicating the Offer and the Merger to the record and beneficial holders of Shares). Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent, Offeror and their agents and advisors shall use the information contained in any such labels and listings only in connection with the Offer and the Merger and, if this Agreement shall be terminated pursuant to Article VIII hereof, shall deliver to the Company all copies and extracts of such information then in their possession or under their control.

Company Action. (a) The Company hereby approves of -------------- and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on July 6February 21, 19992001, has unanimously (with Xx. Xxxxxxx X. Maher abstaining) (A) determined that this Agreement, the Shareholder Agreements Agreement and the transactions contemplated hereby hereby, including each of the Offer and therebythe Merger (collectively, the "Transactions"), are fair to, and in the best interests of, the holders of ------------ Shares, (B) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with Delaware Law, including, without limitation, each Section 203 thereof) and (C) resolved to recommend that the holders of Shares accept the Offer, the Merger Offer and the tender of their Shares pursuant to the Shareholder Agreements, are fair to and in the best interests of the shareholders of the Company, (B) approved and adopted this Agreement and the transactions, including, without limitation, the Offer, the Merger and the tender of Shares pursuant to the Shareholder Agreements, contemplated hereby and thereby, (C) taken all action to render the provisions of the Rights Agreement, dated as of July 17, 1996, between the Company and The First National Bank of Boston, as Rights Agent, and of Section 203 of the Delaware Law inapplicable to the Offer, the Merger and the Shareholder Agreements, and (D) recommend that the shareholders of the Company accept the Offer and approve and adopt this Agreement and the transactions, including, without limitation, the Merger, contemplated herebyTransactions, and (ii) SG Cxxxx Xxxurities Corporation Xxxxxx Xxxxxxx & Co. Incorporated ("SG CxxxxXxxxxx Xxxxxxx") xas has -------------- delivered to the Board an its opinion to the effect that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger is fair to such the holders of Shares from a financial point of view, it being understood and acknowledged that such opinion has been rendered to view (the Board and may only be relied upon by the Board, the Company and any successors thereto"Fairness Opinion"). Subject only to the provisions of Sections 6.04 and 8.01(e) below, the The ---------------- Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, and the Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05(b). The Company has been advised by its directors (other than Xx. Xxxxxxx X. Maher) and executive officers that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Board may withdraw such consent in the exercise of its fiduciary duties as contemplated in Sections 6.04 and 8.01(e) belowOffer.

Company Action. (a) The Company hereby approves of and -------------- consents to the Offer and the Merger. The Company hereby represents and warrants that (i) the BoardBoard of Directors, at a meeting duly called and held on July 6August 9, 19991995, has unanimously at which a quorum was present and acting throughout, by the unanimous vote of all directors present, (Ai) duly approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger and the Parent Stock Option, (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and adopt this Agreement and the transactions contemplated hereby, including the Merger, (iii) determined that this Agreement, the Shareholder Agreements Agreement and the transactions contemplated hereby and therebyhereby, including, without limitation, each of including the Offer, the Merger Offer and the tender of Shares pursuant to the Shareholder AgreementsMerger, are fair to and in the best interests of the shareholders holders of Shares, and (iv) took all other action necessary to render Section 607.0901 and Section 607.0902 of the Company, (B) approved FBCA inapplicable to the Offer and adopted this Agreement and the transactions, including, without limitation, the Offer, the Merger and the tender of Shares pursuant to Parent Stock Option and the Shareholder Agreements, transactions contemplated hereby and therebythereby ((i), (Cii), (iii) taken all action and (iv), collectively, the "Recommendation"). The Company further represents that -------------- Commonwealth Associates (the "Financial Advisor") has rendered to render the provisions Board of ----------------- Directors of the Rights Agreement, Company a written opinion dated as of July 17August 9, 19961995, between the Company and The First National Bank of Boston, as Rights Agent, and of Section 203 of the Delaware Law inapplicable to the Offer, the Merger and the Shareholder Agreements, and (D) recommend that the shareholders of the Company accept the Offer and approve and adopt this Agreement and the transactions, including, without limitation, the Merger, contemplated hereby, and (ii) SG Cxxxx Xxxurities Corporation ("SG Cxxxx") xas delivered to the Board an opinion to the effect that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger is fair to such holders of Shares shareholders (other than the Parent and its affiliates) from a financial point of view. The Company hereby covenants and agrees that the Recommendation will not be withdrawn, it being understood and acknowledged that such opinion has been rendered modified or amended, except to the extent that the Board and may only be relied upon by the Board, the Company and any successors thereto. Subject only to the provisions of Sections 6.04 and 8.01(e) below, the Company hereby consents to the inclusion in the Offer Documents Directors of the recommendation Company, after consultation with and based upon the advice of independent legal counsel (who may be the Company's regularly engaged independent legal counsel), determines in good faith that the failure to take such action would constitute a breach of the Board described in the immediately preceding sentence; provided, however, that the Board may withdraw such consent in the exercise of its Directors' fiduciary duties as contemplated in Sections 6.04 under applicable law. The Company will furnish to the Parent and 8.01(e) belowthe Purchaser, upon request, a copy of the resolutions adopting the Recommendation certified by an appropriate officer of the Company.

Company Action. (a) The Company hereby approves -------------- of and consents to the Offer and represents and warrants that (i) the Board, at a meeting meetings duly called and held on July 6June 14, 1999, and June 17, 1999, has unanimously (A) determined that this Agreement, the Shareholder Agreements and the transactions contemplated hereby and thereby, including, without limitation, each of the Offer, the Merger and the tender of Shares pursuant to the Shareholder Agreements, are fair to and in the best interests of the shareholders of the Company, (B) approved and adopted this Agreement and the transactions, including, without limitation, the Offer, the Merger and the tender of Shares pursuant to the Shareholder Agreements, contemplated hereby and thereby, (C) taken all action to render the provisions of Section 775 through Section 784 of the Rights AgreementMichigan Law inapplicable to the Offer, dated as the Merger and the Shareholder Agreements, so that none of July 17Parent, 1996, between the Company and The First National Bank Purchaser or any of Boston, as Rights Agenttheir affiliates shall become an "interested shareholder" thereunder, and to opt out of Section 203 790 through Section 799 of the Delaware Michigan Law in order to render the provisions thereof restricting voting rights of "control shares" inapplicable to Shares acquired by Parent or Purchaser pursuant to the Offer, the Merger and the Shareholder Agreements, and (D) recommend recommended that the shareholders of the Company accept the Offer and approve and adopt this Agreement and the transactions, including, without limitation, the Merger, contemplated hereby, and (ii) SG Cxxxx Xxxurities Corporation Lazard Freres & Co. LLC ("SG CxxxxLazard Freres") xas has delivered to the Board an opinion to the ------------- effect that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their its affiliates) pursuant to each of the Offer and the Merger is fair to such holders of Shares from a financial point of view, it being understood and acknowledged that such opinion has been rendered to the Board and may only be relied upon by the Board, the Company and any successors thereto. Subject only to the provisions of Sections 6.04 and 8.01(e8.01(d) below, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that the Board may withdraw such consent in the exercise of its fiduciary duties as contemplated in Sections 6.04 and 8.01(e) below.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on July 623, 19992000, has unanimously (A) determined that this Agreement, the Shareholder Agreements Agreement and the transactions contemplated hereby hereby, including each of the Offer and therebythe Merger (collectively, the "Transactions"), are fair to, and in the best interests of, the holders of Shares, (B) approved, adopted and declared advisable this Agreement (such approval and adoption having been made in accordance with Delaware Law, including, without limitation, each of the Offer, the Merger and the tender of Shares pursuant to the Shareholder Agreements, are fair to and in the best interests of the shareholders of the Company, (B) approved and adopted this Agreement and the transactions, including, without limitation, the Offer, the Merger and the tender of Shares pursuant to the Shareholder Agreements, contemplated hereby and therebySection 203 thereof), (C) taken took all action to render the provisions of the Rights Agreement, dated as of July 17, 1996, between the Company and The First National Bank of Boston, as Rights Agent, and of actions referred to in Section 203 of the Delaware Law inapplicable to the Offer, the Merger and the Shareholder Agreements4.17 below, and (D) resolved to recommend that the shareholders holders of the Company Shares and associated Rights accept the Offer and tender their Shares and associated Rights pursuant to the Offer, and approve and adopt this Agreement and the transactions, including, without limitation, the Merger, contemplated herebyTransactions, and (ii) SG Cxxxx Xxxurities Corporation ("SG Cxxxx") xas Chase Securities Inc. has delivered to the Board an a written opinion to the effect that the consideration Per Share Amount to be received by the holders of Shares (other than Parent, Purchaser Parent and their its affiliates) and associated Rights pursuant to each of the Offer and the Merger Merger, taken together as a whole and not separately, is fair to such holders of Shares from a financial point of view, view (the "Chase Opinion"). The Company hereby represents that it being understood and acknowledged that such opinion has been rendered authorized by Chase Securities Inc. to permit the Board inclusion of the Chase Opinion (or a reference thereto) in the Offer Documents and may only be relied upon by the Board, the Company and any successors theretoSchedule 14D-9 (as defined below). Subject only to the provisions of Sections 6.04 and 8.01(e) below, the The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, howeverand the Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05(b). The Company has been advised by its directors and executive officers that they intend to tender all Shares and associated Rights beneficially owned by them to Purchaser pursuant to the Offer or, that if necessary or advisable to avoid the Board may withdraw application of Section 16(b) under the Exchange Act, to vote such consent Shares in favor of the exercise approval and adoption by the stockholders of its fiduciary duties as contemplated in Sections 6.04 the Company of this Agreement and 8.01(e) belowthe Transactions.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on July 6December 17, 19992003, has unanimously (Ai) determined that this Agreement, the Shareholder Agreements Agreement and the transactions contemplated hereby hereby, including each of the Offer and therebythe Merger (collectively, the "Transactions"), are fair to, and in the best interests of, the holders of Shares, (ii) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with the DGCL, including, without limitation, each Section 203 thereof) and (iii) resolved to recommend that the holders of Shares accept the Offer, the Merger Offer and the tender of their Shares pursuant to the Shareholder Agreements, are fair to and in the best interests of the shareholders of the Company, (B) approved and adopted this Agreement and the transactions, including, without limitation, the Offer, the Merger and the tender of Shares pursuant to the Shareholder Agreements, contemplated hereby and thereby, (C) taken all action to render the provisions of the Rights Agreement, dated as of July 17, 1996, between the Company and The First National Bank of Boston, as Rights Agent, and of Section 203 of the Delaware Law inapplicable to the Offer, the Merger and the Shareholder Agreements, and (D) recommend that the shareholders of the Company accept the Offer and approve and adopt this Agreement and the transactionsAgreement. The Company further represents that Xxxxx Fargo Securities, including, without limitation, the Merger, contemplated hereby, and (ii) SG Cxxxx Xxxurities Corporation ("SG Cxxxx") xas LLC has delivered to the Board an opinion to opinion, which will be confirmed promptly in writing, that, as of the effect that date of this Agreement, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger is fair to such the holders of Shares from a financial point of view, it being understood and acknowledged that such opinion has been rendered to view (the Board and may only be relied upon by the Board, the Company and any successors thereto"Fairness Opinion"). Subject only to the provisions of Sections 6.04 and 8.01(e) belowExcept as provided in Section 7.05(b), the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in this Section 2.02(a), and the immediately preceding sentence; provided, however, Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent. The Company has been advised by its directors and executive officers that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Board may withdraw such consent in the exercise of its fiduciary duties as contemplated in Sections 6.04 and 8.01(e) belowOffer.

Company Action. (a) The Company hereby approves of and consents to the Offer Offers and represents and warrants that (i) the Board, at a meeting duly called and held on July 6November 18, 19991998, unanimously has unanimously (A) determined that this Agreement, the Shareholder Agreements Agreement and the transactions Transactions contemplated hereby and therebyhereby, including, without limitation, including each of the Offer, the Merger Offers and the tender of Shares pursuant to the Shareholder AgreementsMerger, taken together, are fair to and in the best interests of the shareholders holders of the CompanyCommon Shares, (B) approved and adopted this Agreement Agreement, the Offers and the transactions, transactions contemplated hereby and thereby (including, without limitation, for purposes of Section 78.438 of the Offer, the Merger and the tender of Shares pursuant to the Shareholder Agreements, contemplated hereby and therebyNevada Law), (C) taken all action amended the Company's By-Laws to render provide that the provisions of Sections 78.378 through 78.3793 of the Rights Agreement, dated as of July 17, 1996, between Nevada Law shall not apply to the Company and The First National Bank of Boston, as Rights Agent, and of Section 203 to permit the stockholders of the Delaware Law inapplicable Company to the Offer, the Merger and the Shareholder Agreements, take action by written consent and (D) recommend recommended that the shareholders stockholders of the Company accept the Offer Offers and approve and adopt this Agreement and the transactions, including, without limitation, the Merger, transactions contemplated hereby, and (ii) SG Cxxxx Xxxurities Corporation ("SG Cxxxx") xas SalomonSmithBarney Inc has delivered to the Board an a written opinion to the effect that the consideration to be received by the holders of the Common Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Common Stock Offer and the Merger Merger, taken together, is fair to such the holders of such Shares from a financial point of view, it being understood and acknowledged that such opinion has been rendered . Subject to the fiduciary duties of the Board and may only be relied upon under applicable law as advised in writing by the Board, the Company and any successors thereto. Subject only to the provisions of Sections 6.04 and 8.01(e) belowindependent counsel, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that the Board may withdraw such consent in the exercise . The Company has been advised by each of its fiduciary duties as directors and executive officers that they intend either to tender all the Shares beneficially owned by them to Purchaser pursuant to the Offers or to vote the Shares beneficially owned by them in favor of the approval and adoption by the stockholders of the Company of this Agreement and the transactions contemplated in Sections 6.04 and 8.01(e) belowhereby.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on July 6June 28, 19992001, has unanimously (A) determined that this Agreement, the Shareholder Agreements Agreement and the transactions contemplated hereby hereby, including each of the Offer and therebythe Merger, and the transactions contemplated by the Stockholder Agreements (collectively, the "Transactions"), are fair to, and in the best interests of, the holders of Shares, (B) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with Delaware Law, including, without limitation, each Section 203 thereof and (C) resolved to recommend that the holders of Shares accept the Offer, the Merger Offer and the tender of Shares pursuant to the Shareholder AgreementsOffer, are fair and, if applicable, vote to and adopt this Agreement, subject, in the best interests case of (C), to the right of the shareholders of Board to withhold, withdraw, amend, change or modify its recommendation in accordance with the Company, (B) approved and adopted this Agreement and the transactions, including, without limitation, the Offer, the Merger and the tender of Shares pursuant to the Shareholder Agreements, contemplated hereby and thereby, (C) taken all action to render the provisions of the Rights Agreement, dated as of July 17, 1996, between the Company and The First National Bank of Boston, as Rights Agent, and terms of Section 203 of the Delaware Law inapplicable to the Offer, the Merger and the Shareholder Agreements, and (D7.05(b) recommend that the shareholders of the Company accept the Offer and approve and adopt this Agreement and the transactions, including, without limitation, the Merger, contemplated hereby, and (ii) SG Cxxxx Xxxurities Corporation ("SG Cxxxx") xas Xxxx Xxxxxxxx Xxxxxxx has delivered to the Board an a written opinion to the effect that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger is fair to such the holders of Shares from a financial point of view, it being understood and acknowledged . To the extent that such opinion has been rendered to the Board and may only be relied upon by the Boardrecommendation is not so withheld, the Company and any successors thereto. Subject only to the provisions of Sections 6.04 and 8.01(e) belowwithdrawn, amended, changed or modified, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, howeverand the Company shall not withhold, withdraw, amend, change or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05. The Company has been advised by its directors and executive officers that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Board may withdraw Offer and, if applicable, to sell such consent in the exercise of its fiduciary duties as contemplated in Sections 6.04 and 8.01(e) belowShares, together with any Series B Shares beneficially owned by them, to Purchaser pursuant to their Stockholder Agreements.

Company Action. (aviii) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on July 6December 17, 19992003, has unanimously (Ai) determined that this Agreement, the Shareholder Agreements Agreement and the transactions contemplated hereby hereby, including each of the Offer and therebythe Merger (collectively, the "Transactions"), are fair to, and in the best interests of, the holders of Shares, (ii) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with the DGCL, including, without limitation, each Section 203 thereof) and (iii) resolved to recommend that the holders of Shares accept the Offer, the Merger Offer and the tender of their Shares pursuant to the Shareholder Agreements, are fair to and in the best interests of the shareholders of the Company, (B) approved and adopted this Agreement and the transactions, including, without limitation, the Offer, the Merger and the tender of Shares pursuant to the Shareholder Agreements, contemplated hereby and thereby, (C) taken all action to render the provisions of the Rights Agreement, dated as of July 17, 1996, between the Company and The First National Bank of Boston, as Rights Agent, and of Section 203 of the Delaware Law inapplicable to the Offer, the Merger and the Shareholder Agreements, and (D) recommend that the shareholders of the Company accept the Offer and approve and adopt this Agreement and the transactionsAgreement. The Company further represents that Xxxxx Fargo Securities, including, without limitation, the Merger, contemplated hereby, and (ii) SG Cxxxx Xxxurities Corporation ("SG Cxxxx") xas LLC has delivered to the Board an opinion to opinion, which will be confirmed promptly in writing, that, as of the effect that date of this Agreement, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger is fair to such the holders of Shares from a financial point of view, it being understood and acknowledged that such opinion has been rendered to view (the Board and may only be relied upon by the Board, the Company and any successors thereto"Fairness Opinion"). Subject only to the provisions of Sections 6.04 and 8.01(e) belowExcept as provided in Section 7.05ix), the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in this Section 2.02(a), and the immediately preceding sentence; provided, however, Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent. The Company has been advised by its directors and executive officers that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the Board may withdraw such consent in the exercise of its fiduciary duties as contemplated in Sections 6.04 and 8.01(e) belowOffer.