Common use of Company Actions Clause in Contracts

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) its Board of Directors, at a meeting duly called and held, has (A) approved this Agreement (including all terms and conditions set forth herein) and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 1.4) (collectively, the "Transactions"), (B) determined that the Merger is advisable and that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and (C) recommended that the Company's stockholders accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger; provided, that such recommendation may -------- be withdrawn, modified or amended as provided in Section 5.2(b) and (ii) Xxxxx & Company Incorporated (the "Financial Advisor") has delivered to the Company's Board of Directors its written opinion that as of the date hereof the consideration to be received by the holders of Company Common Stock pursuant to the Offer and the Merger is fair to such holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit the inclusion of the fairness opinion referenced in clause (ii) above (including a description thereof) in the Offer Documents. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of its Board of Directors described in clause (i) above.

Company Actions. (a) The Company hereby approves of and --------------- consents to the Offer and represents and warrants that (i) its the Board of DirectorsDirectors of the Company has duly adopted resolutions unanimously approving this Agreement, at a meeting duly called and held, has (A) approved this Agreement (including all terms and conditions set forth herein) and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 1.4) (collectivelyMerger, the "Transactions"), (B) determined determining that the Merger is advisable and that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and (C) recommended recommending that the Company's stockholders accept the Offer, tender their Shares thereunder to Offer and that the Purchaser and holders of Class A Common Stock approve and adopt this Agreement and the Merger; provided. The Company represents that its Board of Directors has received the opinion of Xxxxxxx, that such recommendation may -------- be withdrawn, modified or amended as provided in Section 5.2(b) and (ii) Xxxxx & Company Incorporated Co. (the "Financial Advisor") has delivered to that the Company's Board of Directors its written opinion that as of the date hereof the proposed consideration to be received by the holders of Company shares of Common Stock pursuant to the Offer and the Merger is fair to such holders from a financial point of viewholders. The Company has been authorized by the Financial Advisor to permit permit, subject to prior review and consent by such Financial Advisor (unless such consent is innappropriate under the circumstances), the inclusion of the such fairness opinion referenced in clause (ii) above (including and a description thereof) reference thereto in the Offer DocumentsSchedule 14D-9 referred to below, and the Proxy Statement referred to in Section 7.1 and the Information Statement referred to in Section 3.3. The Company hereby consents to the inclusion in the Offer Documents of the recommendation recommendations of its the Company's Board of Directors described in clause (i) abovethis Section 1.2(a).

Company Actions. (a) The Company hereby approves of and consents to the Offer and the Merger and represents and warrants that (i) its the Board of DirectorsDirectors of the Company (the “Company Board”), at a meeting duly called and held, has has, by unanimous vote of all members of the Company Board (Ai) approved this Agreement (including all terms and conditions set forth herein) and determined that each of the transactions contemplated herebyby this Agreement, including the Offer and the Merger (as defined in Section 1.4) (collectivelyMerger, the "Transactions"), (B) determined that the Merger is advisable and that the terms of the Offer and the Merger Stockholder Agreements are fair to, and in the best interests of, the Company's stockholders Company and its stockholders, (Cii) recommended that declared the Company's stockholders accept advisability of and duly adopted and approved this Agreement, the OfferStockholder Agreements, tender their Shares thereunder to and the Purchaser transactions contemplated hereby and approve and adopt this Agreement thereby, including the Offer and the Merger; provided, that such recommendation may -------- be withdrawn, modified or amended which adoption and approval are sufficient to (A) satisfy the requirements of Section 251 of the DGCL and (B) render the restrictions under Section 203 of the DGCL on “business combinations” (as provided defined in Section 5.2(b) and (ii) Xxxxx & Company Incorporated (the "Financial Advisor") has delivered to the Company's Board of Directors its written opinion that as 203 of the date hereof DGCL) with an “interested stockholder” (as defined under Section 203 of the consideration DGCL) inapplicable to be received by this Agreement, the holders of Company Common Stock pursuant to Stockholder Agreements and the transactions contemplated hereby and thereby, including the Offer and the Merger is fair and (iii) resolved to such holders from a financial point recommend acceptance of view. The Company has been authorized the Offer and adoption and approval of this Agreement and the Merger by the Financial Advisor to permit the inclusion holders of the fairness opinion referenced in clause (ii) above (including a description thereof) in the Offer Documents. The shares of Company hereby consents to the inclusion in the Offer Documents of the recommendation of its Board of Directors described in clause (i) aboveCommon Stock.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) its Board of Directors, at a meeting duly called and held, has (Ai) approved this Agreement (including all terms and conditions set forth herein) and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 1.4) (collectively, the "Transactions"), (B) determined determining that the Merger is advisable and that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and (C) recommended recommending that the Company's stockholders accept the Offer and approve the Merger and this Agreement and (ii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger; provided, that such -------- ---- recommendation may -------- be withdrawn, modified or amended as provided if, in Section 5.2(b) and (ii) Xxxxx & Company Incorporated (the "Financial Advisor") has delivered opinion of the Board of Directors, after consultation with independent legal counsel, such recommendation would be inconsistent with its fiduciary duties to the Company's Board of Directors its written opinion that as of the date hereof the consideration to be received by the holders of Company Common Stock pursuant to the Offer and the Merger is fair to such holders from a financial point of viewstockholders under applicable law. The Company has been authorized by the Financial Advisor to permit the inclusion represents that Section 203 of the fairness opinion referenced in clause Delaware General Corporation Law (iithe "DGCL") above (including a description thereof) in is inapplicable to the Offer Documentstransactions contemplated by this Agreement. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of its Board of Directors described in clause (iii) aboveof the immediately preceding sentence.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) its the Board of DirectorsDirectors of the Company, at a meeting duly called and held, has adopted resolutions (A) approved determining that this Agreement (including all terms and conditions set forth herein) and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 1.4) (collectively, the "Transactions"), (B) determined that the Merger is advisable and that the terms of each of the Offer and the Merger are fair to, to and in the best interests ofof the Company's stockholders, (B) approving the Offer, the Merger and this Agreement and acknowledging that such approval is effective for purposes of Section 203 of the Delaware General Corporation Law ("Delaware Law") and (C) recommending acceptance of the Offer and approval of the Merger and this Agreement by the Company's stockholders and (Cii) recommended that the Company's stockholders accept the Offerfinancial advisor, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger; providedSmitx Xxxxxx Xxx. ("Smitx Xxxxxx"), that such recommendation may -------- be withdrawn, modified or amended as provided in Section 5.2(b) and (ii) Xxxxx & Company Incorporated (the "Financial Advisor") has delivered to the Company's Board of Directors its written of the Company an opinion that to the effect that, as of the date hereof of this Agreement, the consideration to be received by the holders of Company Common Stock pursuant to (other than Parent, IHS or their respective affiliates) in the Offer and the Merger Merger, taken together, is fair to such holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit the inclusion of the fairness opinion referenced in clause (ii) above (including a description thereof) in the Offer Documents. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of its the Board of Directors of the Company described in clause (i) above.the first sentence

Company Actions. (a) The Subject to the terms and conditions set forth herein (including, but not limited to, the Offer Conditions), the Company hereby approves of and consents to the Offer and represents and warrants that (i) its Board of Directorsthe Board, at a meeting duly called and held, has (A) approved this Agreement (including all terms and conditions in which a quorum of directors were present, duly adopted by the resolutions set forth herein) and as Exhibit B attached hereto, which in the transactions contemplated herebymanner --------- set forth therein, including approve this Agreement, the Offer and the Merger (as defined Merger, determine that, in Section 1.4) (collectivelythe opinion of the Board, the "Transactions")Offer, (B) determined that the Merger is advisable and that the terms of the Offer and the Merger Transactions contemplated herein are fair to, and in the best interests of, of the Company's Company and its stockholders and (C) recommended that the Company's stockholders accept the Offer, tender their Shares thereunder are fair to the Purchaser stockholders and approve and adopt this Agreement and the Merger; provided, recommend that such recommendation may -------- be withdrawn, modified or amended as provided in Section 5.2(b) and (ii) Xxxxx & Company Incorporated (the "Financial Advisor") has delivered to the Company's Board of Directors its written opinion that as of the date hereof the consideration to be received by the holders of Company Common Stock pursuant to the Shares accept the Offer and and, if required by applicable law, approve the Merger is fair to such holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit the inclusion of the fairness opinion referenced in clause (ii) above (including a description thereof) in the Offer DocumentsMerger. The Company hereby consents to the inclusion in the Offer Documents and in the Schedule 14D-9 referred to below of the recommendation of its the Company's Board of Directors described in clause this Section 1.2. The Company represents and warrants that the Board has received the written opinion of Bank of America Securities LLC (ithe "Financial Advisor"), the form of which is attached as Exhibit C attached hereto. The Company has been authorized by the Financial --------- Advisor, to permit, subject to prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of such fairness opinion (or a reference thereto) abovein the Offer Documents and in the Schedule 14D-9 referred to below.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) its Board of Directors, at a meeting duly called and held, has (A) unanimously approved this Agreement (including all terms and conditions set forth herein) and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 1.4) (collectively, the "Transactions"), (B) determined that the Merger is advisable and that the terms of the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and (C) recommended that the Company's stockholders accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the Merger; provided, that such recommendation may be -------- be withdrawn, modified or amended as provided in accordance with Section 5.2(b) ); and (ii) Xxxxxxx, Xxxxx & Company Incorporated Co. (the "Financial Advisor") has delivered to the Company's Board of Directors its written opinion (in writing or to be confirmed in writing) to the effect that as of the date hereof hereof, the consideration $55.00 per Share in cash to be received by the holders of Company Common Stock the Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit the inclusion of the fairness opinion referenced in clause (ii) above (including a description thereof) in the Offer Documents. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of its Board of Directors described in clause (i) above, subject to the right set forth in Section 5.2 to withdraw, modify or amend such recommendation.

Company Actions. (a) The Subject to the terms and conditions set forth herein (including, but not limited to, the Offer Conditions), the Company hereby approves of and consents to the Offer and represents and warrants that (i) its Board of Directorsthe Board, at a meeting duly called and held, has (A) approved this Agreement (including all terms and conditions in which a quorum of directors were present, duly adopted by the resolutions set forth herein) and as Exhibit B attached hereto, which in the transactions contemplated herebymanner set forth therein, including approve this Agreement, the Offer and the Merger (as defined Merger, determine that, in Section 1.4) (collectivelythe opinion of the Board, the "Transactions")Offer, (B) determined that the Merger is advisable and that the terms of the Offer and the Merger Transactions contemplated herein are fair to, and in the best interests of, of the Company's Company and its stockholders and (C) recommended that the Company's stockholders accept the Offer, tender their Shares thereunder are fair to the Purchaser stockholders and approve and adopt this Agreement and the Merger; provided, recommend that such recommendation may -------- be withdrawn, modified or amended as provided in Section 5.2(b) and (ii) Xxxxx & Company Incorporated (the "Financial Advisor") has delivered to the Company's Board of Directors its written opinion that as of the date hereof the consideration to be received by the holders of Company Common Stock pursuant to the Shares accept the Offer and and, if required by applicable law, approve the Merger is fair to such holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit the inclusion of the fairness opinion referenced in clause (ii) above (including a description thereof) in the Offer DocumentsMerger. The Company hereby consents to the inclusion in the Offer Documents and in the Schedule 14D-9 referred to below of the recommendation of its the Company's Board of Directors described in clause this SECTION 1.2. The Company represents and warrants that the Board has received the written opinion of Bank of America Securities LLC (ithe "FINANCIAL ADVISOR"), the form of which is attached as Exhibit C attached hereto. The Company has been authorized by the Financial Advisor, to permit, subject to prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of such fairness opinion (or a reference thereto) abovein the Offer Documents and in the Schedule 14D-9 referred to below.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) its the Special Committee and the Board at meetings duly held on March 9, 1999, have each, by unanimous vote of Directorsall directors present and voting, at a meeting duly called and held, has (A) approved this Agreement (including all terms and conditions set forth herein) and the transactions contemplated hereby, including determined that each of the Offer and the Merger Merger, is fair to and in the best interests of the Stockholders (as defined in Section 1.4) (collectively, other than Parent and the "Transactions"Purchaser), (B) approved this Agreement and the Transactions, (C) determined that the Merger this Agreement is advisable and resolved to recommend that the terms of Stockholders (other than Parent and the Purchaser) accept the Offer and the Merger are fair to, and in the best interests of, the Company's stockholders and (C) recommended that the Company's stockholders accept the Offer, tender their Shares thereunder shares of Common Stock pursuant to the Purchaser Offer and approve and adopt this Agreement and the Merger; provided, that such recommendation may -------- be withdrawn, modified or amended to the extent the Board or the Special Committee deems it necessary to do so in the exercise of its fiduciary duties, as provided advised in Section 5.2(bwriting by independent counsel, and (D) waived the provisions of the Governance Agreement which would otherwise limit Parent in making the Offer or effecting the Merger, and (ii) Xxxxx & Company Incorporated (the "Financial Advisor") Advisor has delivered to the Company's Board of Directors its Special Committee a written opinion that that, based on, and subject to, the various assumptions and qualifications set forth in such opinion, as of the date hereof thereof the consideration to be received by the holders of Company Common Stock Stockholders (other than Parent and the Purchaser) pursuant to the Offer and the Merger is fair to such holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit the inclusion of the fairness opinion referenced in clause (ii) above (including a description thereof) in the Offer Documents. The Company hereby consents to the inclusion in the Offer Documents of the recommendation recommendations of its the Special Committee and the Board of Directors described in clause (i) abovethis Section 1.2(a).