Common use of Company Approval Clause in Contracts

Company Approval. The Company hereby represents and warrants that the Company Board, at a meeting duly called and held, has (A) unanimously approved and adopted the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement, (B) determined that this Agreement and the transactions contemplated hereby, including the Merger, taken together, are at a price and on terms that are advisable and fair to and in the best interests of the Company and its stockholders, (C) resolved (subject to Section 6.1.3 hereof) to recommend that holders of Company Common Shares adopt and approve this Agreement and the transactions contemplated hereby, including the Merger, (D) irrevocably taken all necessary steps to approve Acquiror and Merger Sub becoming, pursuant to the Merger or Stockholder Voting Agreement and/or the acquisition of Company Common Shares pursuant to the Stockholder Voting Agreement, “interested stockholders” within the meaning of Section 203 of the DGCL, (E) irrevocably resolved to elect, to the extent of the Company Board’s power and authority and to the extent permitted by law, not to be subject to any other “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement or the Stockholder Voting Agreement. KeyBanc Capital Markets (the “Company Financial Advisor”), the Company’s independent financial advisor, has advised the Company Board that, in its opinion, the Merger Consideration (as defined below) to be paid in the Merger to the Company’s stockholders is fair, from a financial point of view, to such stockholders. The Company has delivered to Acquiror a true and complete copy of the engagement agreement between the Company and the Company Financial Advisor.

Company Approval. The Company hereby represents and warrants that the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, has (Ai) unanimously approved and adopted the “agreement plan of merger” (as such term is used in Section 251 302A.611 of the DGCLMBCA) contained in this Agreement, (Bii) determined that this Agreement and the transactions contemplated hereby, including the Merger, taken together, are at a price and on terms that are advisable and fair to and in the best interests of the Company and its stockholdersshareholders, (Ciii) resolved (subject to Section 6.1.3 5.1.8 hereof) to recommend that holders of Company Common Shares Stock adopt and approve this Agreement and the transactions contemplated hereby, including the Merger, (Div) irrevocably taken all necessary steps to approve Acquiror cause Section 302A.673 of the MBCA to be inapplicable to Parent and Merger Sub becoming, pursuant Subsidiary and to the Merger or Stockholder Voting Agreement and/or and the acquisition of Company Common Shares Stock pursuant to the Stockholder Voting Agreement, “interested stockholders” within the meaning of Section 203 of the DGCL, Merger and (Ev) irrevocably resolved to elect, to the extent of the Company Board’s power and authority and to the extent permitted by law, not to be subject to any other “moratorium,” ”, “control share acquisition,” ”, “business combination,” ”, “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement or the Stockholder Voting Agreement. KeyBanc Capital Markets Pxxxx Xxxxxxx & Co., independent financial advisor to the Board of Directors of the Company (the “Company Financial Advisor”), has advised the Company’s independent financial advisor, has advised the Company Board of Directors that, in its opinion, the Merger Consideration (as defined below) to be paid in the Merger to the Company’s stockholders shareholders is fair, from a financial point of view, to such stockholders. The Company has delivered to Acquiror a true and complete copy of the engagement agreement between the Company and the Company Financial Advisorshareholders.

Company Approval. The Company hereby represents and warrants that the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, has (Ai) unanimously approved and adopted the “agreement plan of merger” (as such term is used in Section 251 302A.611 of the DGCLMBCA) contained in this Agreement, (Bii) determined that this Agreement and the transactions contemplated hereby, including the Merger, taken together, are at a price and on terms that are advisable and fair to and in the best interests of the Company and its stockholdersshareholders, (Ciii) resolved (subject to Section 6.1.3 5.1.8 hereof) to recommend that holders of Company Common Shares Stock adopt and approve this Agreement and the transactions contemplated hereby, including the Merger, (Div) irrevocably taken all necessary steps to approve Acquiror cause Section 302A.673 of the MBCA to be inapplicable to Parent and Merger Sub becoming, pursuant Subsidiary and to the Merger or Stockholder Voting Agreement and/or and the acquisition of Company Common Shares Stock pursuant to the Stockholder Voting Agreement, “interested stockholders” within the meaning of Section 203 of the DGCL, Merger and (Ev) irrevocably resolved to elect, to the extent of the Company Board’s power and authority and to the extent permitted by law, not to be subject to any other “moratorium,” ”, “control share acquisition,” ”, “business combination,” ”, “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement or the Stockholder Voting Agreement. KeyBanc Capital Markets Xxxxx Xxxxxxx & Co., independent financial advisor to the Board of Directors of the Company (the “Company Financial Advisor”), has advised the Company’s independent financial advisor, has advised the Company Board of Directors that, in its opinion, the Merger Consideration (as defined below) to be paid in the Merger to the Company’s stockholders shareholders is fair, from a financial point of view, to such stockholders. The Company has delivered to Acquiror a true and complete copy of the engagement agreement between the Company and the Company Financial Advisorshareholders.