Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. The Company's Board of Directors, at a meeting duly called and held on September 1, 2004, at which all directors were present, duly and unanimously adopted resolutions: (i) approving this Agreement and the transactions contemplated hereby, including the Merger; (ii) declaring that this Agreement is advisable; (iii) determining that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders and that the consideration to be paid for each Share in the Merger is fair to the holders of Shares; and (iv) recommending that the Company's stockholders approve and adopt this Agreement and the transactions contemplated hereby, including the Merger. None of the aforesaid resolutions by the Company's Board of Directors has been amended, rescinded or modified. The affirmative vote of the holders of a majority of the Shares outstanding as of the record date for the Company Stockholders' Meeting 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 contemplated by this Agreement, including the Merger.

Board Approval; Vote Required. (a) The Company's Board Company Board, by resolutions duly adopted by unanimous vote of Directors, those voting at a meeting duly called and held on September 1and not subsequently rescinded or modified in any way, 2004, at which all directors were present, has duly and unanimously adopted resolutions: (i) approving this Agreement and the transactions contemplated hereby, including the Merger; (ii) declaring that this Agreement is advisable; (iii) determining determined that this Agreement and the transactions contemplated hereby, including the Merger, Mergers are fair to, to and in the best interests of, of the Company and its stockholders stockholders, (ii) approved this Agreement and the Mergers and declared their advisability, and (iii) recommended that the consideration to be paid for each Share in stockholders of the Merger is fair to the holders of Shares; and (iv) recommending that the Company's stockholders Company approve and adopt this Agreement and approve the transactions contemplated hereby, including Mergers and directed that this Agreement and the Merger. None of the aforesaid resolutions Transactions be submitted for consideration by the Company's Board of Directors has been amended, rescinded or modified. The affirmative vote of the holders of a majority of the Shares outstanding as of the record date for ’s stockholders at the Company stockholders’ meeting (the “Company Stockholders' Meeting is the ’ Meeting”). (b) 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 contemplated by this Agreement, including the MergerMerger and the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock in favor of the approval and adoption of this Agreement.

Board Approval; Vote Required. (a) The Company's Company Board of Directors, at a meeting duly called and held on September 1, 2004, at which all directors were present, duly and has unanimously adopted resolutions: (i) approving approved this Agreement and the transactions contemplated herebyAgreement, including the Merger; (ii) declaring determined that this Agreement is advisable; (iii) determining that this Agreement the Merger and the other transactions contemplated hereby, including the Merger, herein are fair to, advisable and in the best interests of, of the Company Stockholders and its stockholders and on terms that the consideration to be paid for each Share in the Merger is are fair to the holders of Shares; Company Stockholders and (iviii) recommending resolved to recommend that the Company's stockholders approve and Company Stockholders adopt this Agreement and the transactions contemplated hereby, including approve the Merger. None , and none of the aforesaid resolutions actions by the Company's Company Board of Directors has been amended, rescinded or modified. . (b) The affirmative vote or written consent of the holders of a majority of the Shares outstanding as shares of Company Common Stock adopting this Agreement and approving the record date for transactions contemplated hereby (such vote or consent, the “Company Stockholders' Meeting is Stockholder Approval”) are the only vote of the holders votes or written consents of any class or series of capital stock of the Company Capital Stock necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby. When executed and delivered by this Agreementthe signatories thereto, including the MergerWritten Consent will constitute valid and effective Company Stockholder Approval.

Board Approval; Vote Required. The Company's Board of DirectorsDirectors of Company, by resolutions duly adopted at a meeting duly called and held on September 1and not subsequently rescinded or modified (the "COMPANY BOARD APPROVAL"), 2004, at which all directors were present, duly and unanimously adopted resolutions: has (ia) approving approved this Agreement and the transactions contemplated herebyMerger and declared them to be advisable, including (b) determined that the Merger; Merger is in the best interests of the stockholders of Company and is on terms that are fair to such stockholders and (iic) declaring recommended that this Agreement is advisable; (iii) determining that the stockholders of Company approve this Agreement and the transactions contemplated hereby, including the Merger, are fair to, . The Company Board Approval constitutes approval by and in the best interests of, the on behalf of Company and its stockholders and that the consideration to be paid for each Share in the Merger is fair to the holders of Shares; and (iv) recommending that the Company's stockholders approve and adopt this Agreement and the transactions contemplated hereby, including the Merger. None Merger for purposes of Section 251 of the aforesaid resolutions by DGCL and Section 203 of the Company's Board of Directors has been amended, rescinded or modifiedDGCL. The affirmative vote of the holders of a majority of the Shares outstanding shares of Company Common Stock, voting together as a class, and the affirmative vote of the record date for holders of a majority of the outstanding shares of Company Stockholders' Meeting is Preferred Stock, voting together as a class, to approve the Merger (the "REQUIRED COMPANY VOTE") are the only vote votes of the holders of any class or series of Company capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Mergerhereby.

Board Approval; Vote Required. (a) The Company's Board of DirectorsCompany Board, by resolution duly adopted at a meeting duly called and held on September 1, 2004, at which all directors were present, duly and unanimously adopted resolutionshas: (i) approving this Agreement determined that the Merger Consideration constitutes fair value for each Share in accordance with the Companies Act and the transactions contemplated hereby, including the Merger; (ii) declaring that this Agreement is advisable; (iii) determining that this Agreement deemed it advisable and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests interest of, the Company to enter into this Agreement and its stockholders to consummate the Transactions; (ii) adopted this Agreement and authorized and approved the Transactions; and (iii) recommended that the consideration to be paid for each Share shareholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger is fair (the “Company Board Recommendation”), subject to Section 6.03(b), and directed that such matters be submitted for consideration by the Company shareholders at a general meeting of the shareholders of the Company. (b) The affirmative vote of sixty-six and two thirds percent (66 2/3%) of the votes cast at a meeting of the holders of Shares; and (iv) recommending that Shares at which a quorum is present in accordance with the Company's stockholders ’s bye-laws, to approve and adopt this Agreement and the transactions contemplated herebyMerger, including (the Merger. None of the aforesaid resolutions by the Company's Board of Directors has been amended, rescinded or modified. The affirmative vote of the holders of a majority of the Shares outstanding as of the record date for the Company Stockholders' Meeting “Shareholder Approval”) is the only vote of the holders of any class or series of the Company’s share capital stock of the Company or other securities necessary to adopt approve this Agreement and approve consummate the transactions contemplated by this Agreement, including Transactions to which the MergerCompany or any of its Subsidiaries is a party.

Board Approval; Vote Required. (a) The Company's Board Company Board, by resolutions duly adopted by unanimous vote of Directors, those voting at a meeting duly called and held on September 1and not subsequently rescinded or modified in any way, 2004, at which all directors were present, has duly and unanimously adopted resolutions: (i) approving determined that this Agreement, the Ancillary Agreements to which the Company is or will be a party, the Merger and the Transactions are fair to and in the best interests of the Company and its shareholders, (ii) approved this Agreement, the Ancillary Agreements to which the Company is or will be a party, the Merger and the Transactions and declared their advisability, and (iii) recommended that the shareholders of the Company approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger; (ii) declaring that this Agreement is advisable; (iii) determining Merger and directed that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders and that the hereby be submitted for consideration to be paid for each Share in the Merger is fair to the holders of Shares; and (iv) recommending that the Company's stockholders approve and adopt this Agreement and the transactions contemplated hereby, including the Merger. None of the aforesaid resolutions by the Company's Board of Directors has been amended, rescinded or modified. The affirmative vote of the holders of a majority of the Shares outstanding as of the record date for ’s shareholders at the Company Stockholders' Shareholders’ Meeting is the (as defined below). (b) 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 contemplated by this Agreement, including the MergerMerger and the other Transactions is the affirmative vote of the holders of two-thirds of the outstanding Common Shares in favor of the approval and adoption of this Agreement.

Board Approval; Vote Required. (a) The Company's Board Company Board, by resolutions duly adopted by vote of Directors, those voting at a meeting duly called and held on September 1and not subsequently rescinded or modified in any way, 2004, at which all directors were present, has duly and unanimously adopted resolutions: (i) approving determined that this Agreement and the transactions contemplated herebyMerger are fair to and in the best interests of the Company and the Company Stockholders, including the Merger; (ii) declaring that approved this Agreement is advisable; and the Merger and declared their advisability, and (iii) determining recommended that the Company Stockholders approve and adopt this Agreement and approve the Merger and directed that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, hereby be submitted for consideration by the Company and its stockholders and that the consideration to be paid for each Share in the Merger is fair to the holders of Shares; and (iv) recommending that the Company's stockholders approve and adopt this Agreement and the transactions contemplated hereby, including the Merger. None of the aforesaid resolutions by the Company's Board of Directors has been amended, rescinded or modified. The affirmative vote of the holders of a majority of the Shares outstanding as of the record date for Stockholders at the Company Stockholders' Meeting is the ’ Meeting. (b) The only vote votes of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the MergerMerger and the other Transactions are the affirmative votes of the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting as a single group, and the holders of a majority of the outstanding shares of Company Preferred Stock, voting as a separate group, in favor of the approval and adoption of this Agreement.

Board Approval; Vote Required. (a) The Company's Board Special Committee, by resolutions duly adopted by unanimous vote of Directors, those voting at a meeting duly called and held on September 1and not subsequently rescinded or modified in any way, 2004, at which all directors were present, has duly and unanimously adopted resolutions: (i) approving this Agreement and determined that the transactions contemplated hereby, including the Merger; (ii) declaring that this Agreement Merger is advisable; (iii) determining that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests ofof the stockholders of the Company (other than Parent and its affiliates and associates), and (ii) recommended the approval and adoption of this Agreement by the Company Board. (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 way, has duly (i) determined that the Merger is advisable, fair to, and in the best interests of the stockholders of the Company (other than Parent and its affiliates and associates), (ii) approved and adopted this Agreement and declared its advisability and approved the Merger and the other transactions contemplated by this Agreement, and (iii) recommended the approval and adoption of this Agreement by the stockholders of the Company and its stockholders and directed that the this Agreement be submitted for consideration to be paid for each Share in the Merger is fair to the holders of Shares; and (iv) recommending that by the Company's stockholders approve and adopt this Agreement and the transactions contemplated hereby, including the Merger. None of the aforesaid resolutions by the Company's Board of Directors has been amended, rescinded or modified. The affirmative vote of the holders of a majority of the Shares outstanding as of the record date for at the Company Stockholders' Meeting is (as defined in Section 6.01(a)). (c) Subject to Section 7.01(b), 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 contemplated by this Agreement, including the MergerMerger and the other Transactions is the Required Company Vote.

Board Approval; Vote Required. The Company's Board of DirectorsDirectors of Company, by resolutions duly adopted at a meeting duly called and held on September 1and not subsequently rescinded or modified (the "Company Board Approval"), 2004, at which all directors were present, duly and unanimously adopted resolutions: has (ia) approving approved this Agreement and the transactions contemplated herebyMerger and declared them to be advisable, including (b) determined that the Merger; Merger is in the best interests of the stockholders of Company and is on terms that are fair to such stockholders and (iic) declaring recommended that this Agreement is advisable; (iii) determining that the stockholders of Company approve this Agreement and the transactions contemplated hereby, including the Merger, are fair to, . The Company Board Approval constitutes approval by and in the best interests of, the on behalf of Company and its stockholders and that the consideration to be paid for each Share in the Merger is fair to the holders of Shares; and (iv) recommending that the Company's stockholders approve and adopt this Agreement and the transactions contemplated hereby, including the Merger. None Merger for purposes of Section 251 of the aforesaid resolutions by DGCL and Section 203 of the Company's Board of Directors has been amended, rescinded or modifiedDGCL. The affirmative vote of the holders of a majority of the Shares outstanding shares of Company Common Stock, voting together as a class, and the affirmative vote of the record date for holders of a majority of the outstanding shares of Company Stockholders' Meeting is Preferred Stock, voting together as a class, to approve the Merger (the "Required Company Vote") are the only vote votes of the holders of any class or series of Company capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Mergerhereby.

Board Approval; Vote Required. (a) The Company's Board Company Board, by resolutions duly adopted by unanimous vote of Directors, those voting at a meeting duly called and held on September 1and not subsequently rescinded or modified in any way, 2004, at which all directors were present, has duly and unanimously adopted resolutions: (i) approving determined that this Agreement and the transactions contemplated herebyMerger are fair to and in the best interests of the Company and its stockholders, including the Merger; (ii) declaring that approved this Agreement is advisable; and the Merger and declared their advisability, and (iii) determining recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders and that the hereby be submitted for consideration to be paid for each Share in the Merger is fair to the holders of Shares; and (iv) recommending that the Company's stockholders approve and adopt this Agreement and the transactions contemplated hereby, including the Merger. None of the aforesaid resolutions by the Company's Board of Directors has been amended, rescinded or modified. The affirmative vote of the holders of a majority of the Shares outstanding as of the record date for ’s stockholders at the Company Stockholders' Meeting is the stockholders’ meeting. (b) The only vote votes of the holders of any class or series of capital stock of the Company necessary to adopt approve this Agreement, the Merger and the other Transactions are the affirmative vote of the holders of (i) a majority of the outstanding shares of the capital stock of the Company and (ii) seventy percent (70%) of the outstanding shares of Company Preferred Stock (together, the “Company Stockholder Approval”) in favor of the approval and adoption of this Agreement and approve the transactions contemplated by this Agreement, including the Merger. The Written Consent, when executed and delivered, shall be sufficient to obtain the Company Stockholder Approval with no additional approval or vote from any holder of any shares or series of capital stock of the Company.

Board Approval; Vote Required. (a) The Company's Board Special Committee, by resolutions duly adopted by unanimous vote of Directors, those voting at a meeting duly called and held on September 1and not subsequently rescinded or modified in any way, 2004, at which all directors were present, has duly and unanimously adopted resolutions: (i) approving this Agreement and determined that the transactions contemplated hereby, including the Merger; (ii) declaring that this Agreement Merger is advisable; (iii) determining that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests ofof the stockholders of the Company (other than Parent and its affiliates and associates), and (ii) recommended the approval and adoption of this Agreement by the Company Board. (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 way, has duly (i) determined that the Merger is advisable, fair to, and in the best interests of the stockholders of the Company (other than Parent and its affiliates and associates), (ii) approved and adopted this Agreement and declared its advisability and approved the Merger and the other transactions contemplated by this Agreement, and (iii) recommended the approval and adoption of this Agreement by the stockholders of the Company and its stockholders and directed that the consideration to be paid for each Share in the Merger is fair to the holders of Shares; and (iv) recommending that the Company's stockholders approve and adopt this Agreement and the transactions contemplated hereby, including the Merger. None of the aforesaid resolutions be submitted for consideration by the Company's Board of Directors has been amended, rescinded or modified. The affirmative vote of the holders of a majority of the Shares outstanding as of the record date for ’s stockholders at the Company Stockholders' ’ Meeting is (as defined in Section 6.01(a)). (c) Subject to Section 7.01(b), 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 contemplated by this Agreement, including the MergerMerger and the other Transactions is the Required Company Vote.