Common use of Board Approval and Recommendation Clause in Contracts

Board Approval and Recommendation. Prior to the execution of this Agreement, the Board of Directors of the Company, at a meeting duly called and held, unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Offer, are fair to the stockholders of the Company, (b) approved this Agreement and the transactions contemplated hereby, (c) recommended that the Company’s stockholders tender their shares of Common Stock pursuant to the Offer and, if applicable, approve this Agreement and the transactions contemplated herein, including the Merger, and (d) approved, for purposes of Rule 16b-3 under the Exchange Act, the disposition by the executive officers and directors of the Company of Common Stock and Company Options in connection with the Offer and the Merger.