Common use of RECITALS A Clause in Contracts

RECITALS A. Upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law ("DELAWARE LAW"), Yahoo!, Merger Sub and xxxxxxxxx.xxx intend to enter into a business combination transaction. B. The Board of Directors of xxxxxxxxx.xxx (i) has determined that the Merger (as defined in Section 1.1) is consistent with and in furtherance of the long-term business strategy of xxxxxxxxx.xxx and advisable and fair to, and in the best interests of, xxxxxxxxx.xxx and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and (iii) has determined to recommend that the stockholders of xxxxxxxxx.xxx adopt and approve this Agreement and approve the Merger. C. The Board of Directors of Yahoo! (i) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of Yahoo! and advisable and fair to, and in the best interests of, Yahoo! and its shareholders and (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement. D. Concurrently with the execution of this Agreement, and as a condition and inducement to Yahoo!'s willingness to enter into this Agreement, certain stockholders of xxxxxxxxx.xxx are entering into Voting Agreements in substantially the form attached hereto as EXHIBIT A (the "XXXXXXXXX.XXX VOTING AGREEMENTS") and certain persons or entities who may be deemed to be affiliates of xxxxxxxxx.xxx are entering into Affiliate Agreements in substantially the form attached hereto as EXHIBIT B (the "XXXXXXXXX.XXX AFFILIATE AGREEMENTS"). E. In addition, concurrently with the execution of this Agreement, and as a condition and inducement to Yahoo!'s willingness to enter into this Agreement, Xxxx Xxxxx and Xxxx X. Xxxxxx are entering into Noncompetition Agreements in substantially the form attached hereto as EXHIBIT C (the "NONCOMPETITION AGREEMENTS"). F. The parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "CODE"). G. It is also intended by the parties hereto that the Merger shall qualify for accounting treatment as a pooling of interests.

RECITALS A. Upon the terms and subject to the conditions of this Agreement (as defined in Section 1.2 below) and in accordance with the Delaware California General Corporation Law ("DELAWARE CALIFORNIA LAW"), Yahoo!, Merger Sub MetaTools and xxxxxxxxx.xxx Fractal intend to enter into a business combination transactiontransaction to pursue their long-term business strategies. B. Immediately upon the effectiveness of the Merger (as defined in Section 1.1), the Board of Directors of the combined company would consist of nine (9) members, with designees of Fractal to hold three (3) of such seats. It is also contemplated that the senior management of the combined company would consist of senior management from both Fractal and MetaTools. C. The Board of Directors of xxxxxxxxx.xxx Fractal (i) has determined that the Merger (as defined in Section 1.1) is consistent with and in furtherance of the long-term business strategy of xxxxxxxxx.xxx and advisable Fractal and fair to, and in the best interests of, xxxxxxxxx.xxx Fractal and its shareholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and (iii) has determined to recommend that the shareholders of Fractal adopt and approve this Agreement and approve the Merger. D. The Board of Directors of MetaTools (i) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of MetaTools and fair to, and in the best interests of, MetaTools and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and (iii) has determined to recommend that the stockholders of xxxxxxxxx.xxx adopt and MetaTools vote to approve this Agreement and approve the issuance of shares of MetaTools Common Stock (as defined below) to the shareholders of Fractal pursuant to the terms of the Merger. C. The Board of Directors of Yahoo! (i) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of Yahoo! and advisable and fair to, and in the best interests of, Yahoo! and its shareholders and (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement. D. E. Concurrently with the execution of this Agreement, and as a condition and inducement to Yahoo!MetaTools's willingness to enter into this Agreement, the Chief Executive Officer of Fractal and certain stockholders other affiliates of xxxxxxxxx.xxx are entering Fractal shall enter into Voting Agreements in substantially the form attached hereto as EXHIBIT A Exhibit A-1 (the "XXXXXXXXX.XXX FRACTAL VOTING AGREEMENTS") and certain persons or entities who may be deemed to be affiliates of xxxxxxxxx.xxx are entering into Affiliate Agreements in substantially the form attached hereto as EXHIBIT B (the "XXXXXXXXX.XXX AFFILIATE AGREEMENTS"). E. In addition, concurrently Concurrently with the execution of this Agreement, and as a condition and inducement to Yahoo!Fractal's willingness to enter into this Agreement, Xxxx Xxxxx the Chief Executive Officer of MetaTools and Xxxx X. Xxxxxx are entering certain other affiliates of MetaTools shall enter into Noncompetition Voting Agreements in substantially the form attached hereto as EXHIBIT C Exhibit A-2 (the "NONCOMPETITION METATOOLS VOTING AGREEMENTS"). F. Concurrently with the execution of this Agreement, and as a condition and inducement to Fractal's and MetaTools' willingness to enter into this Agreement, MetaTools shall execute and deliver a Stock Option Agreement in favor of Fractal in substantially the form attached hereto as Exhibit B-1 (the "METATOOLS STOCK OPTION AGREEMENT") and Fractal shall execute and deliver a Stock Option Agreement in favor of MetaTools in substantially the form attached hereto as Exhibit B-2 (the "FRACTAL STOCK OPTION AGREEMENT" and, together with the MetaTools Stock Option Agreement, the "STOCK OPTION AGREEMENTS"). The Board of Directors of MetaTools and Fractal have each approved the Stock Option Agreements. G. The parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "CODE"). G. It is also intended by the parties hereto that the Merger shall qualify for accounting treatment as a pooling of interests.

RECITALS A. Upon the terms and subject Pursuant to the conditions of this a Contribution Agreement and in accordance with Escrow Instructions, dated _____________, 1998 (the Delaware General "Contribution Agreement") by and among the Health Care Property Investors, Inc., a Maryland Corporation Law (the "DELAWARE LAWManaging Member"), Yahoo!, Merger Sub and xxxxxxxxx.xxx intend to enter into a business combination transaction. B. The Board of Directors of xxxxxxxxx.xxx (i) has determined that the Merger (as defined in Section 1.1) is consistent with and in furtherance of the long-term business strategy of xxxxxxxxx.xxx and advisable and fair to, and in the best interests of, xxxxxxxxx.xxx and its stockholders, (ii) has approved this AgreementReimbursee, the Merger Reimbursor, The Boyer Company, L.C. a Utah limited liability company, and the other transactions contemplated by this Agreement and (iii) has determined to recommend that the stockholders of xxxxxxxxx.xxx adopt and approve this Agreement and approve the Merger. C. The Board of Directors of Yahoo! (i) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of Yahoo! and advisable and fair to, and in the best interests of, Yahoo! and its shareholders and (ii) has approved this Agreementxxxxxes named therein, the Merger and the other transactions contemplated by this Agreement. D. Concurrently with the execution of this Agreement, and as a condition and inducement to Yahoo!'s willingness to enter into this Agreement, certain stockholders of xxxxxxxxx.xxx are entering into Voting Agreements in substantially the form attached hereto as EXHIBIT A Reimbursor contributed (the "XXXXXXXXX.XXX VOTING AGREEMENTSContribution") property to the Reimbursee in exchange for membership interests ("LLC Units") in the Reimbursee. B. Pursuant to the Amended and Restated Limited Liability Company Agreement of the Reimbursee, dated as of ______________, 1998, the Reimbursee agreed to maintain certain persons or entities who may be deemed to be affiliates of xxxxxxxxx.xxx are entering into Affiliate Agreements in substantially the form attached hereto as EXHIBIT B indebtedness (the "XXXXXXXXX.XXX AFFILIATE AGREEMENTSRequired Indebtedness"). E. In additionC. [The Managing Manager/__________________, concurrently with the execution of this Agreementa _________________] ("Lender"), and as made a condition and inducement to Yahoo!'s willingness to enter into this Agreement, Xxxx Xxxxx and Xxxx X. Xxxxxx are entering into Noncompetition Agreements in substantially the form attached hereto as EXHIBIT C certain loan (the "NONCOMPETITION AGREEMENTSLoan") to the Reimbursee, which Loan is evidenced by a Note dated ______________, 199____ in an aggregate principal amount not to exceed $______________ (the "Note"). F. [The parties intendLoan is guaranteed by the Managing Member]. All of the documents or agreements evidencing or securing or otherwise relating to the Loan shall be referred to herein as the "Loan Documents." D. The Reimbursor intends to pay to the Lender up to a certain amount in the event the Lender has exhausted its remedies against the Reimbursee's assets [and the Managing Member must pay, by executing this Agreementdirectly or indirectly, to adopt a plan the Lender (or bear the economic risk of reorganization within loss for) / the meaning Lender bears the economic risk of Section 368 loss for) any portion of the Internal Revenue Code Note. E. Each of 1986, as amended the partners of the Reimbursor listed on Exhibit A hereto (the "CODEPartners"). G. It is also intended ) has agreed, pursuant to a Partner Reimbursement Agreement dated of even date herewith, to reimburse the Reimbursor for his or her respective share of the amount of any payment made by the parties hereto that the Merger shall qualify for accounting treatment as a pooling of interestsReimbursor hereunder.

RECITALS A. Upon The board of directors of the Company (the “Company Board”) has established a special committee of independent and disinterested members of the Company Board (the “Special Committee”). B. The Special Committee has unanimously (i) determined that this Agreement, providing for the merger of Merger Sub with and into the Company (the “Merger”) in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law ("DELAWARE LAW")set forth herein, Yahoo!, Merger Sub and xxxxxxxxx.xxx intend to enter into a business combination transaction. B. The Board of Directors of xxxxxxxxx.xxx (i) has determined that the Merger (as defined in Section 1.1) is consistent with and in furtherance of the long-term business strategy of xxxxxxxxx.xxx and advisable and fair to, and in the best interests of, xxxxxxxxx.xxx and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company and the Unaffiliated Company Stockholders; (ii) recommended to the Company Board that it approve this Agreement and the transactions contemplated by this Agreement; and (iii) has determined resolved to recommend that the stockholders Unaffiliated Company Stockholders adopt this Agreement at any Company Stockholder Meeting. C. The Company Board has unanimously, acting upon the recommendation of xxxxxxxxx.xxx the Special Committee, (i) determined that this Agreement and the transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company and the Company Stockholders; (ii) approved this Agreement and 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 subject to the conditions set forth herein; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement in accordance with the DGCL at any Company Stockholder Meeting. D. Each of the board of directors of Parent and approve the board of directors of Merger Sub has (i) declared it advisable to enter into this Agreement; (ii) approved this Agreement the execution and delivery of this Agreement, the performance of their respective covenants and other obligations hereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth herein; and (iii) in the case of the board of directors of Merger Sub only, recommended that Parent, as the sole stockholder of Merger Sub, adopt this Agreement and approve the MergerMerger in accordance with the DGCL. C. The Board E. Immediately following the execution of Directors of Yahoo! (i) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of Yahoo! and advisable and fair to, and in the best interests of, Yahoo! and its shareholders and (ii) has approved this Agreement, Parent, as the sole stockholder of Merger Sub, shall adopt resolutions adopting and approving this Agreement and the other transactions contemplated by this Agreement, including the Merger (the “Merger Sub Stockholder Approval”). D. 2 F. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Yahoo!'s the Company’s willingness to enter into this Agreement, certain stockholders of xxxxxxxxx.xxx are entering into Voting Agreements in substantially the form attached hereto as EXHIBIT A Parent has delivered (i) a fee funding agreement (the "XXXXXXXXX.XXX VOTING AGREEMENTS"“Fee Funding Agreement”) and certain persons or entities who may be deemed to be affiliates of xxxxxxxxx.xxx are entering into Affiliate Agreements in substantially the form attached hereto as EXHIBIT B from Permira VIII - 1 SCSp, Permira VIII - 2 SCSp, Permira VIII AIV LP1 L.P., Permira VIII AIV LP2 L.P., Permira VIII CIS SCSp, Permira VIII CIS 2 SCSp, PILI 1 Portfolio SCSp, PILI 2 Portfolio SCSp, PILI 4 Portfolio SCSp, Permira Investment Capital LP, Permira Investment Capital II LP, Permira Investment Capital III LP (the "XXXXXXXXX.XXX AFFILIATE AGREEMENTS"“FFA Investors”) in favor of the Company and pursuant to which, subject to the terms and conditions contained therein, the FFA Investors are guaranteeing certain obligations of the Buyer Parties in connection with this Agreement; and (ii) (A) a commitment letter between Parent and the FFA Investors and (B) a commitment letter between Parent, Accel Leaders 4 L.P. (“Accel 4”), for itself and as nominee for, Accel Leaders 4 L.P., Accel Leaders 4 Entrepreneurs L.P., and Accel Leaders 4 Investors (2022) L.P. and Accel Leaders 3 L.P. (“Accel 3” and, together with Accel 4 and the FFA Investors, the “Equity Investors”)), for itself and as nominee for Accel Leaders 3 L.P., Accel Leaders 3 Entrepreneurs L.P., and Accel Leaders 3 Investors (2020) L.P., pursuant to which the Equity Investors have committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein (the “Equity Commitment Letter”). E. In addition, concurrently G. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Yahoo!'s the willingness of the Buyer Parties to enter into this Agreement, Xxxx Xxxxx Xxxxxxx Xxxxxxxx, the Xxxxxxx Xxxxxxxx 2019 Family Trust, the Xxxxxxx Xxxxxxxx Revocable Trust, the Xxxxxxxx Foundation, General Atlantic (SQRS II), L.P., Accel 3, Accel Growth Fund L.P., Accel Growth Fund Strategic Partners L.P. and Xxxx X. Xxxxxx are entering into Noncompetition Agreements in substantially the form attached hereto as EXHIBIT C Accel Growth Fund Investors 2010 L.L.C. (the "NONCOMPETITION AGREEMENTS"). F. The parties intend, by executing “Reinvestment Stockholders”) and certain other stockholders of the Company have entered into Support Agreements (the “Support Agreements”) in connection with the Merger with respect to certain obligations of such stockholders of the Company relating to this Agreement, including, solely with respect to adopt the Reinvestment Stockholders, an agreement to contribute, directly or indirectly, a plan of reorganization within the meaning of Section 368 portion of the Internal Revenue Code shares of 1986Company Common Stock (the “Rollover Shares”) held by the Reinvestment Stockholders to an entity that indirectly owns 100% of the equity interest of Parent, in each case, as amended specified in such Support Agreement. H. The Buyer Parties and the Company desire to (i) make certain representations, warranties, covenants and agreements in connection with this Agreement and the "CODE")Merger; and (ii) prescribe certain conditions with respect to the consummation of the Merger. G. It is also intended by the parties hereto that the Merger shall qualify for accounting treatment as a pooling of interests.AGREEMENT