Common use of Board Approvals Clause in Contracts

Board Approvals. The Company Board of Directors, at a meeting duly called and held, has unanimously (i) determined that this Agreement, the Offer, the Merger and other Transactions are advisable, fair to, and in the best interests of the Company and its stockholders; (ii) duly and validly approved and taken all corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions; (iii) approved this Agreement and the transactions contemplated hereby (including the Offer and the Merger), which approval, to the extent applicable, constituted approval under the provisions of Section 203 of the DGCL as a result of which this Agreement and the transactions contemplated hereby, including the Offer and the Merger are not and will not be subject to the restrictions on “business combinations” under the provision of Section 203 of the DGCL or any other “moratorium”, “control share”, “fair price”, “takeover” or “interested stockholder” or similar Law that might otherwise apply; (iv) recommended that the stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer, and adopt this Agreement; and (v) directed that this Agreement be submitted to the stockholders of the Company for their adoption and approval. No further corporate action is required by the Company Board of Directors, pursuant to the DGCL or otherwise, in order for the Company to approve this Agreement or the Transactions, including the Offer and the Merger, subject, in the case of the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Shares, if required by applicable Law, as contemplated by Section 1.9, which is the only stockholder vote that is required for adoption of this Agreement and the consummation of the Transactions (including the Merger) by the Company.

Board Approvals. The Company Board of Directors, at a meeting duly called and held, has unanimously (i) determined that this Agreement, the Offer, the Merger and other Transactions are advisable, fair to, and in the best interests of the Company and its stockholders; stockholders of the Company, (ii) duly and validly approved and taken all corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions; , (iii) approved this Agreement and the transactions contemplated hereby (including the Offer and the Merger)) and the Support Agreements, which approval, to the extent applicable, constituted approval under the provisions of Section 203 of the DGCL as a result of which this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, as well as the Support Agreements and the transactions contemplated thereby, are not and will not be subject to the restrictions on “business combinations” under under, the provision of Section 203 of the DGCL or any other “moratorium”, “control share”, “fair price”, “takeover” or “interested stockholder” or similar Law that might otherwise applyDGCL; and (iv) recommended that the stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer, and adopt this Agreement; and (v) directed that this Agreement be submitted to the stockholders of the Company for their adoption and approval. No further corporate action is required by the Company Board of Directors, pursuant to the DGCL or otherwise, in order for the Company to approve this Agreement Agreement, the Support Agreements or the Transactions, including the Offer and the Merger, subject, in the case of the Merger, to the adoption approval of this Agreement by the holders of a majority of the outstanding Shares, if required by applicable Lawlaw, as contemplated by Section 1.9, which is the only stockholder vote that is required for adoption of this Agreement and the consummation of the Transactions (including the Merger) Merger by the Company.

Board Approvals. The Company Board of Directors, at a meeting duly called and held, has unanimously (i) determined that this Agreement, the Offer, the Merger and other Transactions are advisable, fair to, and in the best interests of the Company and its stockholders; stockholders of the Company, (ii) duly and validly approved and taken all corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions; , (iii) approved this Agreement and the transactions contemplated hereby (including the Offer and the Merger)) and the Stockholder Agreements, which approval, to the extent applicable, constituted approval under the provisions of Section 203 of the DGCL as a result of which this Agreement and the transactions contemplated hereby, including the Offer and the Merger Merger, as well as the Stockholder Agreements and the transactions contemplated thereby, are not and will not be subject to the restrictions on “business combinations” under the provision of Section 203 of the DGCL or any other “moratorium”, “control share”, “fair price”, “takeover” or “interested stockholder” or similar Law that might otherwise applyDGCL; and (iv) recommended that the stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer, and adopt this Agreement; and (v) directed that this Agreement be submitted to the stockholders of the Company for their adoption and approval. No further corporate action is required by the Company Board of Directors, pursuant to the DGCL or otherwise, in order for the Company to approve this Agreement Agreement, the Stockholder Agreements or the Transactions, including the Offer and the Merger, subject, in the case of the Merger, to the adoption approval of this Agreement by the holders of a majority of the outstanding Shares, if required by applicable Lawlaw, as contemplated by Section 1.9, which is the only stockholder vote that is required for adoption of this Agreement and the consummation of the Transactions (including the Merger) Merger by the Company.

Board Approvals. The Company Board of Directors, at a meeting duly called and held, has unanimously (i) determined that this Agreement, the Offer, Agreement and the Merger and other Transactions are advisable, fair to, advisable and in the best interests of the Company and its stockholders; (ii) duly and validly approved and taken all corporate action required to be taken by the Company Board of Directors to authorize the consummation of the TransactionsMerger; (iii) approved this Agreement and the transactions contemplated hereby (including the Offer and the Merger), which approval, to the extent applicable, constituted approval under the provisions of Section 203 of the DGCL as a result of which which, assuming the accuracy of the representations and warranties in Section 4.6, this Agreement and the transactions contemplated hereby, including the Offer and the Merger are not and will not be subject to the restrictions on “business combinations” under the provision of Section 203 of the DGCL or any other “moratorium”, “control share”, “fair price”, “takeover” or “interested stockholder” or similar Law that might otherwise apply; (iv) recommended that the stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer, and adopt this Agreement; and (v) directed that this Agreement be submitted to the stockholders of the Company for their adoption and approval. No further corporate action is required by the Company Board of Directors, pursuant to the DGCL or otherwise, in order for the Company to approve this Agreement or the Transactions, including the Offer and the Merger, subject, in the case of the Merger, subject to the adoption of this Agreement by the holders of a majority of the outstanding Shares, if required by applicable Law, as contemplated by Section 1.91.6, which is the only stockholder vote that is required for adoption of this Agreement and the consummation of the Transactions (including the Merger) Merger by the Company.

Board Approvals. (a) The Company Board of Directors, at a meeting duly called and held, has unanimously unanimously: (i) determined that this Agreement, the Offer, the Merger and the other Transactions are advisable, fair to, advisable and in the best interests of the Company and its stockholders; the shareholders of the Company; (ii) duly and validly approved and taken all corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions; ; (iii) approved this Agreement and the transactions contemplated hereby Transactions (including the Offer and the Merger); and (iv) recommended that the shareholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer, and approve and adopt this Agreement if required by the MBCA to approve and adopt this Agreement. (b) A committee of disinterested directors of the Company Board of Directors (acting in accordance with Sections 302A.671 and 302A.673 of the MBCA), at a meeting duly called and held, has unanimously: (i) approved this Agreement and the Transactions (including the Offer, the Top-Up Option, receipt of the Note and the Merger), which approval, to the extent applicable, constituted approval under the provisions of Section 203 Sections 302A.011, Subd. 38(h) for the purposes of Sections 302A.671 and 302A.673, Subd. 1 of the DGCL MBCA as a result of which this Agreement and the transactions contemplated herebyTransactions, including the Offer Offer, the Top-Up Option and the Merger and the other Transactions, are not and will not be subject to the restrictions on “control share acquisitions or business combinations” combinations under the provision of Section 203 Sections 302A.671 and 302A.673, respectively, of the DGCL or any other “moratorium”, “control share”, “fair price”, “takeover” or “interested stockholder” or similar Law that might otherwise applyMBCA; and (ivii) recommended to the Company Board of Directors that the stockholders Company Board of Directors approve this Agreement and the Company accept Transactions (including the Offer, tender their Shares to Purchaser pursuant to the OfferTop-Up Option, and adopt this Agreement; and (v) directed that this Agreement be submitted to the stockholders receipt of the Company for their adoption Note and approval. the Merger). (c) No further corporate action is required by the Company Board of Directors, pursuant to the DGCL MBCA or otherwise, in order for the Company to approve and adopt this Agreement or approve the Transactions, including the Offer Offer, the Top-Up Option, receipt of the Note and the Merger, subject, in the case of the Merger, to the approval and adoption of this Agreement by the holders of a majority of the outstanding Shares, if required by applicable Lawlaw, as contemplated by Section 1.91.10, which is the only stockholder vote of the Company shareholders that is may be required for approval and adoption of this Agreement and the consummation of the Transactions (including the Merger) Merger by the Company.

Board Approvals. (a) The Company Board of Directors, at a meeting duly called and held, has unanimously has (i) determined that this Agreement, the Offer, the Merger and the other Transactions are advisable, fair to, advisable and in the best interests of the Company and its stockholders; the shareholders of the Company; (ii) duly and validly approved and taken all corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions; ; (iii) approved this Agreement and the transactions contemplated hereby Transactions (including the Offer and the Merger); and (iv) recommended that the shareholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer, and approve and adopt this Agreement if required by the MBCA to approve and adopt this Agreement. (b) A committee of disinterested directors of the Company Board of Directors, at a meeting duly called and held, has (i) approved this Agreement and the Transactions (including the Offer and the Merger), which approval, to the extent applicable, constituted approval under the provisions of Section 203 Sections 302A.011, Subd. 38(h), and 302A.673, Subd. 1, of the DGCL MBCA, as a result of which this Agreement and the transactions contemplated herebyTransactions, including the Offer and the Merger and the other Transactions, are not and will not be subject to the restrictions on “control share acquisitions or business combinations” combinations under the provision provisions of Section 203 Sections 302A.671 and 302A.673, respectively, of the DGCL or any other “moratorium”, “control share”, “fair price”, “takeover” or “interested stockholder” or similar Law that might otherwise applyMBCA; and (ivii) recommended to the Company Board of Directors that the stockholders Company Board of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer, and adopt this Agreement; and (v) directed that Directors approve this Agreement be submitted to and the stockholders of Transactions (including the Company for their adoption Offer and approval. the Merger). (c) No further corporate action is required by the Company Board of Directors, pursuant to the DGCL MBCA or otherwise, in order for the Company to approve and adopt this Agreement or approve the Transactions, including the Offer and the Merger, subject, in the case of the Merger, to the approval and adoption of this Agreement by the holders of a majority of the outstanding Shares, if required by applicable Lawlaw, as contemplated by Section 1.91.10, which is the only stockholder vote of the Company shareholders that is may be required for approval and adoption of this Agreement and the consummation of the Transactions (including the Merger) Merger by the Company.