Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by a unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions to which SPAC is a party, including the Merger, are fair to and in the best interests of SPAC and its stockholders, (ii) approved this Agreement and the Transactions to which SPAC is a party, including the Merger, and declared their advisability, (iii) recommended that the stockholders of SPAC approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement and (iv) directed that this Agreement, the Merger and the other transactions contemplated by this Agreement, be submitted for consideration by the stockholders of SPAC at the SPAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of SPAC necessary to approve the Merger and the other transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock, Class B Common Stock and Class F Common Stock, voting together as a single class (the “SPAC Stockholder Approval”).

Board Approval; Vote Required. (a) The SPAC Company Board, by resolutions duly adopted by a unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any wayheld, has duly (i) determined that this Agreement Agreement, the Merger and the other Transactions to which SPAC is a party, including the Merger, are fair to and in the best interests of SPAC the Company and its stockholders, (ii) approved this Agreement Agreement, the Merger and the other Transactions to which SPAC is a party, including the Merger, and declared their advisability, and (iii) recommended that the stockholders of SPAC approve the Company adopt this Agreement and adopt directed that this Agreement be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting (collectively, the "COMPANY BOARD RECOMMENDATION"). The approval of this Agreement, the Merger and the other transactions contemplated Transactions by this Agreement and (iv) directed that the Company Board constitutes approval of this Agreement, the Merger and the other transactions contemplated by Transactions for purposes of each of Section 203 of the DGCL and Article Tenth of the Certificate of Incorporation of the Company and represents the only action necessary to ensure that Section 203 of the DGCL and Article Tenth of the Certificate of Incorporation of the Company do not and will not apply to the execution and delivery of this Agreement, be submitted for consideration by Agreement or the stockholders consummation of SPAC at the SPAC Stockholders’ MeetingTransactions. (b) The Except as contemplated by Section 2.06, the only vote of the holders of any class or series of capital stock or other securities of SPAC the Company necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock, Class B Company Common Stock and Class F Common Stock, voting together as a single class in favor of the adoption of this Agreement (the “SPAC Stockholder Approval”"STOCKHOLDER APPROVAL").

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by a unanimous majority vote of those voting at a meeting duly called and held in accordance with the SPAC Organizational Documents and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and Agreement, the Transactions Ancillary Agreements to which SPAC is a party, including party and the Merger, Transactions are fair to and in the best interests of SPAC and its stockholdersthe SPAC Shareholders, (ii) approved this Agreement and Agreement, the Transactions Ancillary Agreements to which SPAC is a party, including party and the Merger, Transactions and declared their advisability, advisability and (iii) recommended that the stockholders of SPAC Shareholders approve and adopt this Agreement, the Merger Ancillary Agreements to which SPAC is a party and the other transactions contemplated by this Agreement Transactions, and (iv) directed that this Agreement, the Merger Ancillary Agreements to which SPAC is a party and the other transactions contemplated by this AgreementTransactions, be submitted for consideration by the stockholders of SPAC Shareholders at the SPAC StockholdersShareholders’ Meeting. (b) The only vote votes of the holders of any class or series of capital stock shares of SPAC necessary to approve the Merger and the other transactions Transactions as contemplated by this Agreement is are the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock, Class B Common Stock and Class F Common Stock, voting together as a single class (the “SPAC Stockholder Approval”)Shareholder Approvals.

Board Approval; Vote Required. (a) The SPAC Board, by resolutions duly adopted by a unanimous majority vote of those voting at a meeting duly called and held in accordance with the SPAC Organizational Documents and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and Agreement, the Transactions Ancillary Agreements to which SPAC is a party, including party and the Merger, Transactions are fair to and in the best interests of SPAC and its stockholdersthe SPAC Stockholders, (ii) approved this Agreement and Agreement, the Transactions Ancillary Agreements to which SPAC is a party, including party and the Merger, Transactions and declared their advisability, advisability and (iii) recommended that the stockholders of SPAC Stockholders approve and adopt this Agreement, the Merger Ancillary Agreements to which SPAC is a party and the other transactions contemplated by this Agreement Transactions, and (iv) directed that this Agreement, the Merger Ancillary Agreements to which SPAC is a party and the other transactions contemplated by this AgreementTransactions, be submitted for consideration by the stockholders of SPAC Stockholders at the SPAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock shares of SPAC necessary to approve the Merger and the other transactions contemplated by this Agreement Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Class A SPAC Common Stock, Class B Common Stock and Class F Common Stock, voting together as a single class (the “SPAC Stockholder Approval”).