Common use of Company Board Approval Clause in Contracts

Company Board Approval. At a meeting called and held prior to the execution and delivery of this Agreement, the Company Board has unanimously (i) considered each of (A) the Company Stockholders’ pecuniary (financial) interests, (B) the best interests of those materially affected by the Company’s conduct (including customers, employees, partners and the communities in which it operates) and (C) the Company’s Public Benefit Purpose, engaged in the balancing required by the DGCL, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth herein and determined that the Merger is fair and in the best interests of the Company, the Company Stockholders and those materially affected by the Company’s conduct, and promotes the Public Benefit Purpose; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger upon the terms and conditions set forth herein; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement in accordance with the DGCL (collectively, the “Company Board Recommendation”), which resolutions have not been subsequently modified, rescinded or withdrawn as of the date hereof.

Company Board Approval. At a meeting called and held On or prior to the execution and delivery of this Agreementdate hereof, the Company Board has unanimously (i) considered each determined that the terms of (A) the Transactions are fair to, and in the best interests of, the Company and the Company Stockholders’ pecuniary (financial) interests, (Bii) determined that it is in the best interests of those materially affected by the Company’s conduct (including customers, employees, partners Company and the communities in which it operates) and (C) the Company’s Public Benefit Purpose, engaged in the balancing required by the DGCLCompany Stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger Transactions upon the terms and subject to the conditions set forth herein and determined that the Merger is fair and in the best interests of the Company, the Company Stockholders and those materially affected by the Company’s conduct, and promotes the Public Benefit Purposeherein; (iiiii) approved the execution and delivery of this Agreement by the CompanyCompany (including the “agreement of merger” as such term is used in Section 251 of the DGCL), the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger Transactions upon the terms and conditions set forth herein, in accordance with the requirements of the DGCL; (iv) approved the execution and delivery of the Tender and Support Agreement by the parties thereto (and the consummation of the transactions contemplated thereby); (v) resolved that this Agreement and the Merger shall be governed by and effected under Section 251(h) of the DGCL; and (iiivi) resolved to recommend that the Company Stockholders adopt this Agreement (other than Parent and its Subsidiaries) accept the Offer and tender their shares of Company Common Stock to Merger Sub in accordance with the DGCL Offer (collectivelysuch recommendation described in clause (vi), the “Company Board Recommendation”), which resolutions have not been subsequently modifiedrescinded, rescinded modified or withdrawn as of in any way (unless such rescission or modification has been effected after the date hereofhereof in accordance with the terms of Section ‎5.3).

Company Board Approval. At a meeting called and held prior to the The execution and delivery of this Agreement by the Company and performance by the Company of its obligations hereunder, and the consummation of the Offer and the Merger and the Transactions, have been duly and validly approved by the Company Board. As of the date of this Agreement, the Company Board has unanimously unanimously: (i) considered each of (A) determined the Company Stockholders’ pecuniary (financial) interests, (B) the best interests of those materially affected by the Company’s conduct (including customers, employees, partners and the communities in which it operates) and (C) the Company’s Public Benefit Purpose, engaged in the balancing required by the DGCL, and declared it advisable, Transactions are fair to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth herein and determined that the Merger is fair and in the best interests of the Company, the Company Stockholders and those materially affected by the Company’s conduct, and promotes the Public Benefit Purposeits stockholders; (ii) approved and declared advisable the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger Transactions upon the terms and subject to the conditions set forth herein; (iii) resolved that this Agreement and the Transactions shall be governed by and effected under Section 251(h) and other relevant provisions of the DGCL; and (iiiiv) resolved to recommend that the stockholders of the Company Stockholders adopt this Agreement in accordance with accept the DGCL Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Offer on the terms and subject to the conditions set forth herein (collectively, the “Company Board Recommendation”), which resolutions have Company Board Recommendation has not been subsequently modifiedwithdrawn, rescinded or withdrawn modified in any way as of the date hereof.

Company Board Approval. At The Company Board has, by resolutions duly adopted at a meeting duly called and held prior to held, which resolutions have not as of the execution and delivery date of this AgreementAgreement been subsequently rescinded, the Company Board has unanimously modified or withdrawn in any way, (i) considered each of (A) the Company Stockholders’ pecuniary (financial) interests, (B) determined that it is in the best interests of those materially affected by the Company’s conduct (including customers, employees, partners Company and the communities in which it operates) and (C) the Company’s Public Benefit Purpose, engaged in the balancing required by the DGCLits stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth herein and determined that the Merger is fair and in the best interests of the Company, the Company Stockholders and those materially affected by the Company’s conduct, and promotes the Public Benefit Purposeherein; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger upon the terms and conditions set forth herein; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement and approve the Merger in accordance with the DGCL (collectively, the “Company Board Recommendation”), which resolutions have Company Board Recommendation has not been subsequently modifiedwithdrawn, rescinded or withdrawn modified in any way as of the date hereof.