Common use of Board Approval and Recommendation Clause in Contracts

Board Approval and Recommendation. The Special Committee has, at a meeting thereof duly called and held, (a) determined that the Merger and the other transactions contemplated herein are fair to, and in the best interests of, the Corporation and the shareholders of the Corporation, and has declared that the Merger is advisable, (b) approved the Merger and this Agreement and (c) recommended that the board of directors of the Corporation approve and adopt the Merger and this Agreement. The board of directors of the Corporation has, at a meeting duly called and held, (a) determined that the Merger and the other transactions contemplated herein are fair to, and in the best interests of, the Corporation and the shareholders of the Corporation, and declared that the Merger is advisable and (b) approved the Merger and this Agreement. None of the foregoing determinations, approvals or recommendations will have been revoked or otherwise modified or amended at any time on or prior to the Closing Date.

Board Approval and Recommendation. The Special Committee has, at a meeting thereof duly called and held, (a) determined that the Merger and the other transactions contemplated herein are fair to, and in the best interests of, the Corporation and the shareholders of the Corporation, and has declared that the Merger is advisable, (b) approved the Merger and this Agreement and (c) recommended that the board of directors of the Corporation approve and adopt the Merger and this Agreement. The board of directors of the Corporation has, at a meeting duly called and held, (a) determined that the Merger and the other transactions contemplated herein are fair to, and in the best interests of, the Corporation and the shareholders of the Corporation, and declared that the Merger is advisable and (b) approved the Merger and this Agreement. None of the foregoing determinations, approvals or 19 recommendations will have been revoked or otherwise modified or amended at any time on or prior to the Closing Date.