Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by vote of those voting at a meeting duly called and held, has duly (i) determined that this Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, and in accordance with the DGCL, and (iii) resolved to recommend acceptance of the Offer and the adoption of this Agreement by the Company's stockholders at the Company Stockholder Meeting. (b) The only vote of the holders of any class or series of capital stock of the Company that may be necessary to adopt this Agreement and the Transaction, including the Merger, is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock in favor of the adoption of this Agreement.

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, has duly (i) determined approved this Agreement and the Transactions and declared their advisability, and (ii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, and in accordance with the DGCL, and (iii) resolved to recommend acceptance of the Offer and the adoption of this Agreement be submitted for consideration by the Company's ’s stockholders at the Company Stockholder MeetingStockholders’ Meeting (as defined below). The Company has been advised by its directors and executive officers that they intend as of the date hereof to vote all Shares beneficially owned by them in favor of adoption of this Agreement. (b) The only vote of the holders of any class or series of capital stock of the Company that may be necessary to adopt approve this Agreement and the Transaction, including the Merger, Merger is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock in favor of the adoption of this AgreementAgreement (the “Requisite Company Vote”).

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and heldheld and not subsequently rescinded or modified in any way as of the date hereof, has duly (i) determined that this Agreement and the transactions contemplated hereby Merger are consistent with and thereby, including in furtherance of the Offer long term business and strategy of the Merger, Company and are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby Merger and thereby, including the Offer and the Merger, and in accordance with the DGCLdeclared their advisability, and (iii) resolved to recommend acceptance recommended that the stockholders of the Offer and the adoption of Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company's stockholders at the Company Stockholder Stockholders' Meeting. (b) The only vote of the holders of any class or series of capital stock of the Company that may be necessary to adopt approve this Agreement Agreement, the Merger and the Transaction, including the Merger, transactions contemplated hereby is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock Shares in favor of the adoption of this Agreement.

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and heldheld and not subsequently rescinded or modified in any way as of the date hereof, has duly (i) determined that this Agreement and the transactions contemplated hereby Merger are consistent with and thereby, including in furtherance of the Offer long term business and strategy of the Merger, Company and are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby Merger and thereby, including the Offer and the Merger, and in accordance with the DGCLdeclared their advisability, and (iii) resolved to recommend acceptance recommended that the stockholders of the Offer and the adoption of Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company's ’s stockholders at the Company Stockholder Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of the Company that may be necessary to adopt approve this Agreement Agreement, the Merger and the Transaction, including the Merger, transactions contemplated hereby is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock Shares in favor of the adoption of this Agreement.

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and heldheld and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, and in accordance with the DGCL, and (iii) resolved to recommend acceptance recommended that the stockholders of the Offer Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the adoption of this Agreement Transactions be submitted for consideration by the Company's stockholders at the Company Stockholder MeetingStockholders' Meeting (as defined below). (b) The only vote of the holders of any class or series of capital stock of the Company that may be necessary to adopt approve this Agreement Agreement, the Merger and the Transaction, including the Merger, other Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock Shares in favor of the approval and adoption of this Agreement.

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by vote of those voting at a meeting duly called and held, has duly (i) determined that this Agreement Agreement, the Merger and the transactions contemplated hereby and thereby, including the Offer and the Merger, Other Transactions are fair to and in the best interests of the Company and its stockholdersshareholders, (ii) approved this Agreement, the Merger and the Other Transactions and declared advisable this Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, and in accordance with the DGCLtheir advisability, and (iii) resolved to recommend acceptance recommended that the shareholders of the Offer and the adoption of Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company's stockholders shareholders at the Company Stockholder MeetingShareholders' Meeting (collectively, the "Company Board Recommendation"). (b) The only vote of the holders of any class or series of capital stock or other securities of the Company that may be necessary to adopt this Agreement and or consummate the Transaction, including the Merger, Other Transactions is the affirmative vote of the holders of a majority of the outstanding shares votes cast by all holders of Company Common Stock entitled to vote thereon in favor of the adoption of this AgreementAgreement (the "Shareholder Approval").

Board Approval; Vote Required. (a) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and heldheld and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, and in accordance with the DGCL, and (iii) resolved to recommend acceptance recommended that the stockholders of the Offer Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the adoption of this Agreement Transactions be submitted for consideration by the Company's ’s stockholders at the Company Stockholder MeetingStockholders’ Meeting (as defined below). (b) The only vote of the holders of any class or series of capital stock of the Company that may be necessary to adopt approve this Agreement Agreement, the Merger and the Transaction, including the Merger, other Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock Shares in favor of the approval and adoption of this Agreement.