Common use of Company Resolutions Clause in Contracts

Company Resolutions. The Investor shall have received a true, complete and accurate copy, as delivered by the Company to the Seller, of resolutions passed by the Board of Directors of the Company on August 9, 2006 and of resolutions passed by the Special Committee of the Board of Directors on August 9, 2006, approving the transactions on the part of the Company contemplated by this Agreement (including, without limitation, approving the Company’s execution and delivery of the Investors’ Rights Agreement and, approving for purposes of the New Jersey Shareholders Protection Act, any “business combination” transaction which may be proposed to be engaged in between the Investor and the Company at any time or from time to time following the Closing, such approval to constitute advance approval of such business combination transactions under the terms of such Act); such resolutions have not been modified, rescinded or amended and remain in full force and effect.

Company Resolutions. The Investor shall have received a true, complete and accurate copy, as delivered by the Company to the Seller, of resolutions passed by the Board of Directors of the Company on August 92, 2006 and of resolutions passed by the Special Committee of the Board of Directors on August 9, 2006, approving the transactions on the part of the Company contemplated by this Agreement (including, without limitation, approving the Company’s execution and delivery of the Investors’ Rights Agreement and, approving for purposes of the New Jersey Shareholders Protection Act, any “business combination” transaction which may be proposed to be engaged in between the Investor and the Company at any time or from time to time following the Closing, such approval to constitute advance approval of such business combination transactions under the terms of such Act); such resolutions have not been modified, rescinded or amended and remain in full force and effect.