Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. The Xtribe Board, by resolutions duly adopted in compliance with Xtribe PLC’s articles of association, either by unanimous vote of those voting at a quorate meeting duly called and held or by unanimous written consent, and in either case not subsequently rescinded or modified in any way, has duly (a) determined that this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, are advisable and fair to and in the best interests of Xtribe PLC and its stockholders, (b) resolved that, having considered the transactions contemplated by this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and the matters referred to in Section 172 of the United Kingdom Companies Act 2006, they considered, in good faith, that the transactions contemplated by this Agreement and the other Transaction Documents and this Agreement would be most likely to promote the success of Xtribe PLC for the benefit of its members as a whole having regard to all relevant factors, including those listed in Section 172 of the United Kingdom Companies Act 2006, and (c) approved this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and declared their advisability. The Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. No vote of or approval by the holders of any class or series of capital stock (including shares) of Xtribe PLC, whether under Chapter 4 of Part 10 of the United Kingdom Companies Act 2006 or otherwise, is necessary for Xtribe PLC validly to adopt this Agreement and the other Transaction Documents to which it is a party, including the Pre-Closing Reorganization, and approve the Transactions.

Board Approval; Vote Required. (a) The Xtribe Company Board, by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in compliance with Xtribe PLC’s articles of associationany way, either has by unanimous vote of those voting at a quorate meeting duly called and held or by unanimous written consent, and directors present (who constituted 100% of the directors then in either case not subsequently rescinded or modified in any way, has office) duly (ai) determined that this Agreement Agreement, the Merger and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, Other Transactions are advisable and fair to and in the best interests of Xtribe PLC the Company and its stockholders, (bii) resolved thatapproved this Agreement, having considered the Merger and the Other Transactions and declared their advisability, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting. Assuming the accuracy of Parent's representations and warranties in Section 4.09, the approval of this Agreement by the Company Board constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL ("SECTION 203") and represents the only action necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. No "fair price," "moratorium," "control share acquisition," or other similar anti-takeover statute or regulation enacted under state or federal Law in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and the matters referred to in Section 172 of the United Kingdom Companies Act 2006, they considered, in good faith, that the transactions contemplated by this Agreement and the other Transaction Documents and this Agreement would be most likely to promote the success of Xtribe PLC for the benefit of its members as a whole having regard to all relevant factors, including those listed in Section 172 of the United Kingdom Companies Act 2006, and (c) approved this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and declared their advisability. The Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. No vote of or approval by the holders of any class or series of capital stock (including shares) of Xtribe PLC, whether under Chapter 4 of Part 10 of the United Kingdom Companies Act 2006 or otherwise, is necessary for Xtribe PLC validly to adopt this Agreement and the other Transaction Documents to which it is a party, including the Pre-Closing Reorganization, and approve the TransactionsAgreement.

Board Approval; Vote Required. (i) The Xtribe BoardBoard of Directors of New Core, by resolutions duly adopted in compliance with Xtribe PLC’s articles of association, either by unanimous vote of those voting at a quorate meeting duly called and held held, or by action by unanimous written consent, and in either case not subsequently rescinded or modified in any way, has duly (aA) determined that this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, Merger are advisable and fair to and in the best interests of Xtribe PLC New Core and its stockholdersshareholders, (b) resolved that, having considered the transactions contemplated by this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and the matters referred to in Section 172 of the United Kingdom Companies Act 2006, they considered, in good faith, that the transactions contemplated by this Agreement and the other Transaction Documents and this Agreement would be most likely to promote the success of Xtribe PLC for the benefit of its members as a whole having regard to all relevant factors, including those listed in Section 172 of the United Kingdom Companies Act 2006, and (cB) approved this Agreement and the Merger, (C) resolved to recommend that the shareholders of New Core approve and adopt this Agreement and the Merger and directed that this Agreement and the Merger be submitted for consideration by New Core’s shareholders for approval and adoption and (D) taken all other Transaction Documents action necessary to render any and all limitations on business combinations contained in the FBCA and the provisions of New Core’s articles of incorporation inapplicable to the transactions contemplated hereby. To the Knowledge of New Core, except for the limitations on business combinations contained in the FBCA (which Xtribe PLC have been rendered inapplicable), no state takeover statute is applicable or purports to be applicable to the Merger or the other transactions contemplated hereby. (ii) The affirmative vote of the holders of a party, including majority of the Pre-Closing Reorganization Documents, outstanding shares of New Core Common Stock (the “Required New Core Vote”) to approve and declared their advisability. The Requisite Approval adopt this Agreement and the Merger is the only vote of the holders of any class or series of New Core capital stock of the Company necessary to adopt this Agreement and approve the Transactions. No vote of or approval by the holders of any class or series of capital stock (including shares) of Xtribe PLC, whether under Chapter 4 of Part 10 of the United Kingdom Companies Act 2006 or otherwise, is necessary for Xtribe PLC validly to adopt this Agreement and the Merger and the other Transaction Documents to which it is a party, including the Pre-Closing Reorganization, and approve the Transactionstransactions contemplated hereby.

Board Approval; Vote Required. The Xtribe Board, Board of Directors of Company has by resolutions duly adopted in compliance with Xtribe PLC’s articles of association, either by unanimous vote of those voting at a quorate meeting duly called and held held, which resolutions, have not been subsequently rescinded, modified or by unanimous written consent, and in either case not subsequently rescinded or modified withdrawn in any way, has by unanimous vote duly (ai) determined that this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including Merger and the Pre-Closing Reorganization Documents, transactions contemplated hereby are advisable and fair to and in the best interests of Xtribe PLC Company and its stockholders, (bii) resolved that, having considered approved this agreement and the Merger and the transactions contemplated by hereby and declared their advisability, and (iii) recommend that the stockholders of Company approve this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and the matters referred to in Section 172 of the United Kingdom Companies Act 2006, they considered, in good faith, that the transactions contemplated by hereby (the “Company Recommendation”) and directed that this Agreement and be submitted for consideration by Company’s stockholders at the other Transaction Documents and this Agreement would be most likely to promote the success of Xtribe PLC for the benefit of its members as a whole having regard to all relevant factors, including those listed in Section 172 of the United Kingdom Companies Act 2006, and (c) approved this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and declared their advisabilityCompany Stockholders’ Meeting. The Requisite Approval is the only affirmative vote of the holders of any class or series of capital stock a majority of the outstanding shares of Company Common Stock is the only vote necessary to adopt this Agreement and approve the Transactions. No vote of or approval by the holders of any class or series of capital stock (including shares) of Xtribe PLC, whether under Chapter 4 of Part 10 of the United Kingdom Companies Act 2006 or otherwise, is necessary for Xtribe PLC validly to adopt this Agreement and the transactions contemplated hereby. The approval of the Company Board of Directors constitutes approval of this Agreement as required under any applicable state takeover law and no such state takeover law is applicable to the Merger or the other Transaction Documents to which it is a partytransactions contemplated hereby, including including, without limitation, the Pre-Closing Reorganization, and approve restrictions on business combinations contained in Section 203 of the TransactionsDGCL.

Board Approval; Vote Required. (a) The Xtribe WebMD Board, by resolutions duly adopted in compliance with Xtribe PLC’s articles upon the unanimous recommendation of associationthe Special Committee, either by unanimous vote of those voting at a quorate meeting duly called and held or by unanimous written consentpursuant to the DGCL and WebMD’s organizational documents, and in either case has adopted resolutions which were not subsequently rescinded or modified in any wayway (i) approving and declaring advisable this Agreement, has duly (a) determined that this Agreement the Merger and the other Transaction Documents to which Xtribe PLC Transactions, (ii) declaring that it is a party, including the Pre-Closing Reorganization Documents, are advisable and fair to and in the best interests of Xtribe PLC the stockholders of WebMD that WebMD enter into this Agreement and its stockholdersconsummate the Transactions, including the Share Issuance, (biii) resolved that, having considered directing that the transactions contemplated by adoption of this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and the matters referred to in Section 172 approval of the United Kingdom Companies Act 2006, they considered, in good faith, Share Issuance be submitted to a vote at a meeting of the stockholders of WebMD and (iv) recommending that the transactions contemplated by stockholders of WebMD adopt this Agreement and approve the other Transaction Documents and this Agreement would be most likely to promote the success of Xtribe PLC for the benefit of its members as a whole having regard to all relevant factors, including those listed in Section 172 of the United Kingdom Companies Act 2006, and Share Issuance. (cb) approved this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and declared their advisability. The Requisite Approval is the only vote votes of the holders of any class or series of capital stock of the Company WebMD necessary (i) to adopt this Agreement and approve is the Transactions. No affirmative vote of or approval by the holders of any class or series of capital stock (including shares) of Xtribe PLC, whether under Chapter 4 of Part 10 a majority of the United Kingdom Companies Act 2006 or otherwise, is necessary for Xtribe PLC validly voting power of the outstanding shares of WebMD Common Stock in favor thereof; and (ii) to adopt this Agreement and the other Transaction Documents to which it is a party, including the Pre-Closing Reorganization, and approve the TransactionsShare Issuance is the affirmative vote of the holders of a majority of the voting power of the outstanding shares of WebMD Common Stock present or represented at the meeting and entitled to vote on such matter.

Board Approval; Vote Required. (a) The Xtribe BoardCompany Audit Committee, by resolutions duly adopted in compliance with Xtribe PLC’s articles of association, either by unanimous vote of those voting at a quorate meeting duly called and held or by unanimous written consent, and in either case not subsequently rescinded or modified in any way, has duly (ai) determined that this Agreement and the other Transaction Documents to which Xtribe PLC is a partyTransactions, including the Pre-Closing Reorganization DocumentsSecond Merger, are advisable and fair to and in the best interests of Xtribe PLC the Company and its stockholdersthe Company Shareholders, (b) resolved that, having considered the transactions contemplated by this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and the matters referred to in Section 172 of the United Kingdom Companies Act 2006, they considered, in good faith, that the transactions contemplated by this Agreement and the other Transaction Documents and this Agreement would be most likely to promote the success of Xtribe PLC for the benefit of its members as a whole having regard to all relevant factors, including those listed in Section 172 of the United Kingdom Companies Act 2006, and (cii) approved this Agreement and the other Transaction Documents Transactions to which Xtribe PLC the Company is a party, including the Pre-Closing Reorganization Documents, and declared their advisability. The Requisite Approval is the only vote of the holders of any class or series of capital stock of (iii) recommended that the Company necessary to Board approve and adopt this Agreement Agreement, the Second Merger and approve the Transactions. No vote other Transactions as contemplated by this Agreement; provided, however that any change, modification or rescission of or such approval by the holders Company Audit Committee pursuant to Section 6.06 of this Agreement shall not be deemed a breach of this Section 3.11. (b) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any class or series of capital stock way, has duly (including sharesi) of Xtribe PLC, whether under Chapter 4 of Part 10 of the United Kingdom Companies Act 2006 or otherwise, is necessary for Xtribe PLC validly to adopt determined that this Agreement and the other Transaction Documents to which it is a partyTransactions, including the Pre-Closing ReorganizationSecond Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) approved this Agreement and the Transactions to which the Company is a party and (iii) recommended that the Company Shareholders approve and adopt this Agreement, the TransactionsSecond Merger and the other Transactions as contemplated by this Agreement and directed that this Agreement and the Transactions be submitted for consideration by the Company Shareholders at the Company Shareholders’ Meeting; provided; however that any change, modification or rescission of the Company Board Approval pursuant to Section 6.06 of this Agreement shall not be deemed a breach of this Section 3.11.

Board Approval; Vote Required. (a) The Xtribe BoardCompany Board and the Special Committee, by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in compliance with Xtribe PLC’s articles of associationany way, either has by unanimous vote of those voting at a quorate meeting duly called and held directors, or by unanimous written consentmembers, and as the case may be, present (who constituted 100% of the directors or members, as the case may be, then in either case not subsequently rescinded or modified in any way, has office) duly (ai) determined that this Agreement Agreement, the Merger and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, Other Transactions are advisable and fair to and in the best interests of Xtribe PLC the Company and its stockholders, (bii) resolved thatapproved this Agreement, having considered the Merger and the Other Transactions and with respect to this Agreement, declared its advisability, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting. Assuming the accuracy of Parent’s representations and warranties in Section 4.10, the approval of this Agreement by the Company Board and the Special Committee constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL (“Section 203”) and represents the only action necessary to ensure that the restrictions on "Business Combinations" (as that term is defined in Section 203) of Section 203 do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. To the knowledge of the Company, no “fair price,” “moratorium,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under state or federal laws in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement Agreement. (b) Assuming the accuracy of Parent’s representations and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and the matters referred to warranties in Section 172 of the United Kingdom Companies Act 20064.10, they considered, in good faith, that the transactions contemplated by this Agreement and the other Transaction Documents and this Agreement would be most likely to promote the success of Xtribe PLC for the benefit of its members as a whole having regard to all relevant factors, including those listed in Section 172 of the United Kingdom Companies Act 2006, and (c) approved this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and declared their advisability. The Requisite Approval is the only vote of the holders of any class or series of capital stock or other securities of the Company necessary to adopt this Agreement and approve or consummate the Transactions. No vote of or approval by Other Transactions is the holders of any class or series of capital stock (including shares) of Xtribe PLC, whether under Chapter 4 of Part 10 of the United Kingdom Companies Act 2006 or otherwise, is necessary for Xtribe PLC validly to adopt this Agreement and the other Transaction Documents to which it is a party, including the Pre-Closing Reorganization, and approve the TransactionsRequisite Stockholder Vote.

Board Approval; Vote Required. (a) The Xtribe Company Board, by resolutions duly adopted in compliance with Xtribe PLC’s articles of association, either by unanimous vote of those voting at a quorate meeting duly called and held or by unanimous written consent, and in either case not subsequently rescinded or modified in any wayheld, has as of the date of this Agreement duly (ai) determined that this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, Merger are advisable and fair to and in the best interests of Xtribe PLC the Company’s stockholders (other than holders of Shares that are affiliates of Parent and its stockholdersholders who will be parties to Employee Rollover Agreements), (b) resolved that, having considered the transactions contemplated by this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and the matters referred to in Section 172 of the United Kingdom Companies Act 2006, they considered, in good faith, that the transactions contemplated by this Agreement and the other Transaction Documents and this Agreement would be most likely to promote the success of Xtribe PLC for the benefit of its members as a whole having regard to all relevant factors, including those listed in Section 172 of the United Kingdom Companies Act 2006, and (cii) approved this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documentsdeclared its advisability, and declared their advisability(iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting (collectively, the “Company Board Recommendation”). The Requisite Approval is approval of this Agreement by the Company Board constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL and represents the only action necessary to ensure that Section 203 of the DGCL does not and will not apply to the execution and delivery of this Agreement or the consummation of the Merger. To the knowledge of the Company, no other “control share acquisition,” “fair price” or other anti-takeover regulations enacted under state Laws in the United States apply to this Agreement or any of the transactions provided for herein. (b) The only vote of the holders of any class or series of capital stock or other securities of the Company necessary to adopt this Agreement and approve the Transactions. No Merger and the other transactions contemplated by this Agreement is the affirmative vote of or approval by the holders of any class or series of capital stock (including shares) of Xtribe PLC, whether under Chapter 4 of Part 10 a majority of the United Kingdom Companies Act 2006 or otherwise, is necessary for Xtribe PLC validly to adopt outstanding shares of Company Common Stock in favor of the adoption of this Agreement and (the other Transaction Documents to which it is a party, including the Pre-Closing Reorganization, and approve the Transactions“Stockholder Approval”).

Board Approval; Vote Required. (a) The Xtribe SeaSpine Board, by resolutions duly adopted in compliance with Xtribe PLC’s articles of association, either by a unanimous vote of those voting all of the members of the SeaSpine Board at a quorate meeting duly called and held or by unanimous written consent, and in either case not subsequently rescinded or modified in any wayheld, has duly (ai) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (ii) determined that this Agreement and the other Transaction Documents to which Xtribe PLC is a partytransactions contemplated by this Agreement, including the Pre-Closing Reorganization DocumentsMerger, are advisable and fair to to, and in the best interests of, SeaSpine and the SeaSpine Stockholders, (iii) resolved to recommend the adoption of Xtribe PLC this Agreement to the SeaSpine Stockholders, on the terms and its stockholderssubject to the conditions set forth in this Agreement, and (iv) directed that this Agreement be submitted to the SeaSpine Stockholders for adoption, and, subject to Section 6.04, such resolutions have not been rescinded, modified or withdrawn in any way. (b) resolved that, having considered the transactions contemplated by this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and the matters referred to in Section 172 of the United Kingdom Companies Act 2006, they considered, in good faith, that the transactions contemplated by this Agreement and the other Transaction Documents and this Agreement would be most likely to promote the success of Xtribe PLC for the benefit of its members as a whole having regard to all relevant factors, including those listed in Section 172 of the United Kingdom Companies Act 2006, and (c) approved this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and declared their advisability. The Requisite Approval is the only affirmative vote of the holders of any class or series a majority of capital stock of all outstanding SeaSpine Shares entitled to vote thereon (the Company “SeaSpine Stockholder Approval”) is necessary to adopt this Agreement and approve Agreement. Other than the Transactions. No vote of or approval by the holders of any class or series of capital stock (including shares) of Xtribe PLCSeaSpine Stockholder Approval, whether under Chapter 4 of Part 10 of the United Kingdom Companies Act 2006 or otherwise, no other corporate proceeding is necessary for Xtribe PLC validly to adopt authorize the execution, delivery or performance of this Agreement and the transactions contemplated thereby. (c) The SeaSpine Board has taken all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are inapplicable to the execution, delivery and performance of this Agreement and any of the transactions and other Transaction Documents agreements contemplated hereby. No Takeover Law applies or purports to which it is a partyapply to the Merger, including this Agreement or any of the Pre-Closing Reorganization, and approve the Transactionstransactions or other agreements contemplated hereby.

Board Approval; Vote Required. (a) The Xtribe BoardCompany Board and the Independent Committee of the Board of Directors (the "Independent Committee"), by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in compliance with Xtribe PLC’s articles of associationany way, either has by unanimous vote of those voting at a quorate meeting duly called and held or by unanimous written consentdirectors present (who constituted 100% of the directors then in office, and in either case not subsequently rescinded or modified in any way, has other than the Principal Stockholder) duly (ai) determined that this Agreement, the Voting Agreement, the Contribution Agreement and the other Transaction Documents to which Xtribe PLC is a party, including Merger and the Pre-Closing Reorganization Documents, Other Transactions are advisable and fair to and in the best interests of Xtribe PLC the Company and its stockholders, (b) resolved that, having considered the transactions contemplated by this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and the matters referred to in Section 172 of the United Kingdom Companies Act 2006, they considered, in good faith, that the transactions contemplated by this Agreement and the other Transaction Documents and this Agreement would be most likely to promote the success of Xtribe PLC for the benefit of its members as a whole having regard to all relevant factors, including those listed in Section 172 of the United Kingdom Companies Act 2006, and (cii) approved this Agreement Agreement, the Voting Agreement, the Contribution Agreement, the Merger and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, Other Transactions and declared their advisability. The Requisite Approval is , and (iii) recommended that the only vote of the holders of any class or series of capital stock stockholders of the Company necessary to adopt this Agreement and approve directed that this Agreement be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting. Assuming the accuracy of Parent's representations and warranties in Section 4.10, the approval of this Agreement, the Voting Agreement and the Contribution Agreement by the Company Board and the Independent Committee constitutes approval of this Agreement, the Voting Agreement, the Contribution Agreement and the Merger for purposes of Section 203 of the DGCL ("Section 203") and represents the only action necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of this Agreement, the Voting Agreement or the Contribution Agreement or the consummation of the Merger and the Other Transactions. No vote of or approval by the holders of any class or series of capital stock (including shares) of Xtribe PLC, whether under Chapter 4 of Part 10 of the United Kingdom Companies Act 2006 or otherwise, is necessary for Xtribe PLC validly to adopt this Agreement and the other Transaction Documents to which it is a party, including the Pre-Closing Reorganization, and approve the Transactions."fair price,"