Common use of Board Recommendation; Required Vote Clause in Contracts

Board Recommendation; Required Vote. The ALARIS Board, at a meeting duly called and held, has, by unanimous vote of those directors present (who constituted 100% of the directors then in office), (a) approved this Agreement, and deem this Agreement, the Offer, the Merger and the transactions contemplated by this Agreement advisable, fair to and in the best interests of the ALARIS Stockholders; (b) approved this Agreement, the Support Agreement and the transactions contemplated by this Agreement and the Support Agreement, including the Offer and the Merger, in all respects, and such approval constitutes approval of the Offer, this Agreement, the Merger, the Support Agreement and the transactions contemplated by such agreements for purposes of Section 203 of the DGCL; and (c) resolved to recommend that the ALARIS Stockholders accept the Offer, that the ALARIS Stockholders tender their shares of ALARIS Common Stock under the Offer to Subcorp, and that the ALARIS Stockholders approve and adopt this Agreement and the Merger to the extent required by Applicable Laws (the “ALARIS Board Recommendation”). The affirmative vote of holders of a majority of the outstanding shares of ALARIS Common Stock to adopt this Agreement is the only vote of the holders of any class or series of ALARIS Common Stock necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger. Notwithstanding the foregoing, no vote of any holders of any class or series of ALARIS capital stock is necessary to adopt this Agreement or approve the transactions contemplated by this Agreement in the event that Cardinal Health or Subcorp shall acquire at least 90% of the outstanding ALARIS Common Stock pursuant to the Offer, other than, subject to the satisfaction of or, to the extent permitted under this Agreement, waiver of all conditions to the Merger, in accordance with Section 253 of the DGCL.

Board Recommendation; Required Vote. The ALARIS BLP Board, at a meeting duly called and held, has, by unanimous vote of those directors present (who constituted 100% of the directors then in office), (a) approved this Agreement, and deem this Agreement, the Offer, the Merger and the transactions contemplated by this Agreement advisable, fair to and in the best interests of the ALARIS BLP Stockholders; (b) approved this Agreement, the Support Agreement and the transactions contemplated by this Agreement and the Support Agreement, including the Offer and the Merger, in all respects, and such approval constitutes approval of the Offer, this Agreement, the Merger, the Support Agreement Merger and the transactions contemplated by such agreements this Agreement for purposes of Section 203 of the DGCL; and (c) resolved to recommend that the ALARIS BLP Stockholders accept the Offer, that the ALARIS BLP Stockholders tender their shares of ALARIS BLP Common Stock under the Offer to Subcorp, and that the ALARIS BLP Stockholders approve and adopt this Agreement and the Merger to the extent required by Applicable Laws (the “ALARIS BLP Board Recommendation”). The affirmative vote of holders of a majority of the outstanding shares of ALARIS BLP Common Stock to adopt this Agreement is the only vote of the holders of any class or series of ALARIS BLP Common Stock necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger. Notwithstanding the foregoing, no vote of any holders of any class or series of ALARIS BLP capital stock is necessary to adopt this Agreement or approve the transactions contemplated by this Agreement in the event that Cardinal Health or Subcorp shall acquire at least 90% of the outstanding ALARIS BLP Common Stock pursuant in the Offer and the Subcorp Option (to the Offerextent exercised, if at all), other than, subject to the satisfaction of or, to the extent permitted under this Agreement, waiver of all conditions to the Merger, in accordance with Section 253 of the DGCL.

Board Recommendation; Required Vote. (a) The ALARIS BoardBoard of Directors of ARRIS, at a meeting duly called and held, has, by unanimous vote of those directors the members present (who constituted 100% of the directors then in office), at such meeting has (a) approved determined that this Agreement, and deem this Agreement, the Offer, the Merger Agreement and the transactions contemplated by this Agreement hereby are advisable, fair to and in the best interests of the ALARIS Stockholdersstockholders of ARRIS; (b) declared advisable and in all respects approved the issuance of ARRIS Common Stock pursuant to this Agreement, the Support Agreement and the transactions contemplated by this Agreement and the Support Agreement, including the Offer and the Merger, in all respects, and such approval constitutes approval of the Offer, this Agreement, the Merger, the Support Agreement and the transactions contemplated by such agreements for purposes of Section 203 of the DGCL; and (c) resolved to recommend that the ALARIS Stockholders accept stockholders of ARRIS approve the Offer, issuance of ARRIS Common Stock pursuant to this Agreement; (d) approved the Merger as the sole stockholder of the Merger Subsidiary; and (e) directed that the ALARIS Stockholders tender their shares proposed issuance of ALARIS ARRIS Common Stock under the Offer pursuant to Subcorp, and that the ALARIS Stockholders approve and adopt this Agreement and be submitted to stockholders of ARRIS for consideration in accordance with this Agreement, which resolutions as of the Merger to the extent required by Applicable Laws date of this Agreement, have not been subsequently rescinded, modified or withdrawn in any way (collectively, the “ALARIS ARRIS Board Recommendation”). The affirmative vote of holders the stockholders of a majority ARRIS to approve the issuance of the outstanding shares of ALARIS ARRIS Common Stock pursuant to adopt this Agreement is the only vote of the holders of any class or series capital stock of ALARIS Common Stock ARRIS necessary to adopt approve the transactions contemplated by this Agreement. (b) The Board of Directors of the Merger Subsidiary, at a meeting duly called and held, by unanimous vote of the members present at such meeting has (a) determined that this Agreement and approve the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of the stockholders of the Merger Subsidiary; (b) declared advisable and in all respects approved this Agreement, and the transactions contemplated by this Agreement, including the Merger. Notwithstanding the foregoing, no ; (c) directed that this Agreement be submitted to a vote of any holders ARRIS, as sole stockholder of any class or series the Merger Subsidiary; and (d) resolved to recommend that ARRIS, as sole stockholder of ALARIS capital stock is necessary to the Merger Subsidiary, approve and adopt this Agreement and the Merger, which resolutions as of the date of this Agreement, have not been subsequently rescinded, modified or withdrawn in any way (collectively, the “Merger Subsidiary Board Recommendation”). The vote of ARRIS, as the sole stockholder of the Merger Subsidiary, to approve this Agreement and the Merger is the only vote of the holders of capital stock of the Merger Subsidiary necessary to approve the transactions contemplated by this Agreement in the event that Cardinal Health or Subcorp shall acquire at least 90% of the outstanding ALARIS Common Stock pursuant to the Offer, other than, subject to the satisfaction of or, to the extent permitted under this Agreement, waiver of all conditions to and ARRIS in that capacity has approved this Agreement and the Merger, in accordance with Section 253 of the DGCL.

Board Recommendation; Required Vote. (a) The ALARIS BoardBoard of Directors of Parent, at a meeting duly called and held, has, by unanimous vote of those directors present (who constituted 100% all of the directors then members of the Board of Directors of Parent has (i) in officeall respects approved the issuance of shares of Parent Common Stock in connection with the First Step Merger pursuant to this Agreement (the “Share Issuance”), ; (aii) approved resolved to recommend that the stockholders of Parent approve the Share Issuance; and (iii) directed that the proposed Share Issuance be submitted to stockholders of Parent for consideration in accordance with this Agreement, and deem which resolutions as of the date of this Agreement, the Offerhave not been subsequently rescinded, modified or withdrawn in any way (collectively, the Merger “Parent Board Recommendation”). The affirmative vote in favor of approval of the Share Issuance of a majority of the votes cast at the Parent Stockholders’ Meeting by the holders of shares of Parent Common Stock entitled to vote in accordance with the DGCL and Parent’s Certificate of Incorporation and Bylaws (the “Parent Stockholders’ Approval”) is the only vote of the holders of capital stock of Parent necessary to approve the transactions contemplated by this Agreement. (b) The Board of Directors of Merger Sub, by unanimous written consent, has (i) determined that this Agreement and the transactions contemplated hereby, including the First Step Merger, are advisable, fair to and in the best interests of the ALARIS Stockholdersstockholders of Merger Sub; (bii) declared advisable and in all respects approved this Agreement, the Support Agreement and the transactions contemplated by this Agreement and the Support Agreement, including the Offer and the Merger, in all respects, and such approval constitutes approval of the Offer, this Agreement, the Merger, the Support Agreement and the transactions contemplated by such agreements for purposes of Section 203 of the DGCL; and (c) resolved to recommend that the ALARIS Stockholders accept the Offer, that the ALARIS Stockholders tender their shares of ALARIS Common Stock under the Offer to Subcorp, and that the ALARIS Stockholders approve and adopt this Agreement and the Merger to the extent required by Applicable Laws (the “ALARIS Board Recommendation”). The affirmative vote of holders of a majority of the outstanding shares of ALARIS Common Stock to adopt this Agreement is the only vote of the holders of any class or series of ALARIS Common Stock necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the First Step Merger; (iii) directed that this Agreement be submitted to Parent, as the sole stockholder of Merger Sub, for adoption; and (iv) resolved to recommend that Parent, as the sole stockholder of Merger Sub, adopt this Agreement, which resolutions as of the date of this Agreement, have not been subsequently rescinded, modified or withdrawn in any way. Notwithstanding The adoption of this Agreement by Parent, as the foregoingsole stockholder of Merger Sub, no which will occur immediately following the execution and delivery of this Agreement in accordance with Section 7.2(b), is the only vote of any the holders of any class or series of ALARIS capital stock is of Merger Sub necessary to adopt this Agreement or approve the transactions contemplated by this Agreement. (c) The Board of Managers of Successor Sub, by unanimous written consent, has (i) determined that this Agreement and the transactions contemplated hereby, including the Second Step Merger, are advisable, fair to and in the event that Cardinal Health or Subcorp shall acquire at least 90% best interests of the outstanding ALARIS Common Stock pursuant to the Offer, other than, subject to the satisfaction sole member of or, to the extent permitted under Successor Sub; (ii) declared advisable and in all respects approved this Agreement, waiver and the transactions contemplated by this Agreement, including the Second Step Merger; (iii) directed that this Agreement be submitted to Parent, as the sole member of all conditions Successor Sub, for adoption; and (iv) resolved to recommend that Parent, as the Mergersole member of Successor Sub, approve and adopt this Agreement, which resolutions as of the date of this Agreement, have not been subsequently rescinded, modified or withdrawn in any way. The adoption of this Agreement by Parent, as the sole member of Successor Sub, which will occur immediately following the execution and delivery of this Agreement in accordance with Section 253 7.2(b), is the only vote of the DGCLholders of capital stock of Successor Sub necessary to approve the transactions contemplated by this Agreement.

Board Recommendation; Required Vote. The ALARIS MUSA Board, at a meeting duly called and held, has, by unanimous vote of those directors present (who constituted 100% of and voting with the directors only director then in office)office not voting being C. Lourenco Goncalves, who abstained from the vote, (a) approved this Agreement, and deem this Agreement, the Offer, the Merger determined ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇t and the transactions contemplated by this Agreement hereby, including the Merger, are advisable, fair to and in the best interests of the ALARIS MUSA Stockholders; (b) declared advisable and in all respects approved and adopted this Agreement, the Support Agreement and the transactions contemplated by this Agreement (other than the transactions contemplated by the Employment Agreement and the Support Agreement), including the Offer and the Merger, in all respects, and such approval constitutes approval taking into account the terms of the Offer, this Support Agreement, the Merger, the Support Agreement and the transactions contemplated by such agreements for purposes of Section 203 of the DGCL; and (c) resolved to recommend that the ALARIS Stockholders accept the Offer, that the ALARIS Stockholders tender their shares of ALARIS Common Stock under the Offer to Subcorp, and that the ALARIS MUSA Stockholders approve and adopt this Agreement and the Merger to the extent required by Applicable Laws (the “ALARIS "MUSA Board Recommendation”"), and the MUSA Board Recommendation has not been withdrawn, modified, qualified or otherwise changed in a manner adverse to Parent, provided that any withdrawal, modification or qualification of such recommendation in accordance with Section 1.6(c) shall not be deemed a breach of this representation. The Assuming that the representations and warranties of Parent and Merger Sub set forth in Section 3.8 are true and correct, the affirmative vote of holders of a majority of the outstanding shares of ALARIS MUSA Common Stock to approve and adopt this Agreement and the Merger is the only vote of the holders of any class or series of ALARIS Common Stock capital stock of MUSA necessary to approve and adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger. Notwithstanding the foregoing, no vote of any holders of any class or series of ALARIS capital stock is necessary to adopt this Agreement or approve the transactions contemplated by this Agreement in the event that Cardinal Health or Subcorp shall acquire at least 90% of the outstanding ALARIS Common Stock pursuant to the Offer, other than, subject to the satisfaction of or, to the extent permitted under this Agreement, waiver of all conditions to the Merger, in accordance with Section 253 of the DGCL.

Board Recommendation; Required Vote. The ALARIS BoardA majority of the Disinterested Directors have, and the full Board of Directors of TeleCorp has, at a meeting duly called and held, has, by unanimous vote of those directors present held (who constituted 100% of the directors then in office)i) approved and declared advisable this Agreement and approved each Related Agreement, (aii) approved this Agreement, and deem this Agreement, the Offer, the Merger and determined that the transactions contemplated by this Agreement hereby and thereby are advisable, fair to and in the best interests of the ALARIS Stockholders; holders of TeleCorp Capital Stock, (biii) approved this Agreement, the Support Agreement and the transactions contemplated by this Agreement and the Support Agreement, including the Offer and the Merger, in all respects, and such approval constitutes approval resolved to recommend adoption of the Offer, this Agreement, the Merger, the Support Agreement and the other transactions contemplated by such agreements for purposes hereby and thereby to the stockholders of Section 203 of the DGCL; TeleCorp and (civ) resolved to recommend directed that the ALARIS Stockholders accept the Offer, that the ALARIS Stockholders tender their shares of ALARIS Common Stock under the Offer to Subcorp, and that the ALARIS Stockholders approve and adopt this Agreement and the Merger be submitted to the extent required by Applicable Laws stockholders of TeleCorp for their approval and authorization (the “ALARIS Board recommendations referred to in this sentence, the "Directors' Recommendation”"). The affirmative vote of holders of a majority of the voting power of all outstanding shares of ALARIS TeleCorp Class A Voting Common Stock to adopt this Agreement is Stock, TeleCorp Class C Common Stock, TeleCorp Class D Common Stock, TeleCorp Class E Common Stock, TeleCorp Class F Common Stock, and TeleCorp Voting Preference Common Stock, TeleCorp Series A Convertible Preferred Stock, TeleCorp Series B Preferred Stock, TeleCorp Series C Preferred Stock, TeleCorp Series D Preferred Stock, TeleCorp Series E Preferred Stock, and TeleCorp Series F Preferred Stock, voting together as one class in accordance with TeleCorp's Certificate of Incorporation, are the only vote votes of the holders of any class or series of ALARIS Common Stock capital stock of TeleCorp necessary to adopt this Agreement approve and approve the transactions contemplated by authorize this Agreement, including the MergerMerger and the Related Agreements and the other transactions contemplated hereby and thereby in their capacity as stockholders of TeleCorp (such vote, the "Required Stockholder Approval"). Notwithstanding As of the foregoingdate hereof, no the Persons who are signatories to the Voting Agreements in the aggregate possess sufficient voting power to cause the Required Stockholder Approval to be given without the vote of any holders other stockholder of any class or series of ALARIS capital stock TeleCorp. The Stockholders Agreement Amendment was and is necessary effective to adopt this Agreement or approve amend the transactions contemplated by this Stockholders Agreement in the event that Cardinal Health or Subcorp shall acquire at least 90% of the outstanding ALARIS Common Stock pursuant to the Offer, other than, subject to the satisfaction of or, manner and to the extent permitted under this Agreement, waiver of all conditions to provided for in the Merger, in accordance with Section 253 of the DGCLStockholders Agreement Amendment.

Board Recommendation; Required Vote. The ALARIS Company Board, at a meeting duly called and held, has, by unanimous vote of those directors present (who constituted 100% of the directors then in office), (a) approved this Agreement, and deem deemed this Agreement, the Offer, the Merger and the transactions contemplated by this Agreement advisable, fair to and in the best interests of the ALARIS StockholdersCompany and the Company Shareholders; (b) approved this Agreement, the Support Agreement and the transactions contemplated by this Agreement and the Support Agreement, including the Offer and the Merger, in all respects, and such approval constitutes approval of the OfferOffer (and the acquisition of shares of Company Common Stock pursuant thereto), this Agreement, the Merger, the Support Agreement and the transactions contemplated by such agreements for purposes of Section 203 Article 5.03 and Article 13.03 of the DGCLTBCA; and (c) resolved to recommend that the ALARIS Stockholders Company Shareholders accept the Offer, that the ALARIS Stockholders Company Shareholders tender their shares of ALARIS Company Common Stock under the Offer to Subcorp, and that the ALARIS Stockholders Company Shareholders approve and adopt this Agreement and the Merger to the extent required by Applicable Laws (the “ALARIS "Company Board Recommendation”"). The affirmative vote of holders of a majority of the outstanding shares of ALARIS Company Common Stock to adopt approve this Agreement is the only vote of the holders of any class or series of ALARIS Company Common Stock necessary to adopt approve this Agreement and approve the transactions contemplated by this Agreement, including the Merger. Notwithstanding the foregoing, no vote of any holders of any class or series of ALARIS the Company capital stock is necessary to adopt approve this Agreement or approve the transactions contemplated by this Agreement in the event that Cardinal Health or Subcorp shall acquire at least 90% of the outstanding ALARIS Company Common Stock pursuant to the Offer, other than, subject to the satisfaction of or, to the extent permitted under this Agreement, waiver of all conditions to the Merger, in accordance with Section 253 Article 5.16 of the DGCLTBCA.

Board Recommendation; Required Vote. The ALARIS Company Board, at a meeting duly called and held, has, by unanimous vote of those directors present (who constituted 100% of the directors then in office), (a) approved this Agreement, and deem deemed this Agreement, the Offer, the Merger and the transactions contemplated by this Agreement advisable, fair to and in the best interests of the ALARIS StockholdersCompany and the Company Shareholders; (b) approved this Agreement, the Support Agreement and the transactions contemplated by this Agreement and the Support Agreement, including the Offer and the Merger, in all respects, and such approval constitutes approval of the OfferOffer (and the acquisition of shares of Company Common Stock pursuant thereto), this Agreement, the Merger, the Support Agreement and the transactions contemplated by such agreements for purposes of Section 203 Article 5.03 and Article 13.03 of the DGCLTBCA; and (c) resolved to recommend that the ALARIS Stockholders Company Shareholders accept the Offer, that the ALARIS Stockholders Company Shareholders tender their shares of ALARIS Company Common Stock under the Offer to Subcorp, and that the ALARIS Stockholders Company Shareholders approve and adopt this Agreement and the Merger to the extent required by Applicable Laws (the “ALARIS Company Board Recommendation”). The affirmative vote of holders of a majority of the outstanding shares of ALARIS Company Common Stock to adopt approve this Agreement is the only vote of the holders of any class or series of ALARIS Company Common Stock necessary to adopt approve this Agreement and approve the transactions contemplated by this Agreement, including the Merger. Notwithstanding the foregoing, no vote of any holders of any class or series of ALARIS the Company capital stock is necessary to adopt approve this Agreement or approve the transactions contemplated by this Agreement in the event that Cardinal Health or Subcorp shall acquire at least 90% of the outstanding ALARIS Company Common Stock pursuant to the Offer, other than, subject to the satisfaction of or, to the extent permitted under this Agreement, waiver of all conditions to the Merger, in accordance with Section 253 Article 5.16 of the DGCLTBCA.

Board Recommendation; Required Vote. The ALARIS BoardA majority of the Disinterested Directors have, and the full Board of Directors of TeleCorp has, at a meeting duly called and held (i) approved and held, has, by unanimous vote of those directors present (who constituted 100% of the directors then in office)declared advisable this Agreement and approved each Related Agreement, (aii) approved this Agreement, and deem this Agreement, the Offer, the Merger and determined that the transactions contemplated by this Agreement hereby and thereby are advisable, fair to and in the best interests of the ALARIS Stockholders; holders of TeleCorp Capital Stock, (biii) approved this Agreement, the Support Agreement and the transactions contemplated by this Agreement and the Support Agreement, including the Offer and the Merger, in all respects, and such approval constitutes approval resolved to recommend adoption of the Offer, this Agreement, the Merger, the Support Agreement and the other transactions contemplated by such agreements for purposes hereby and thereby to the stockholders of Section 203 of the DGCL; TeleCorp and (civ) resolved to recommend directed that the ALARIS Stockholders accept the Offer, that the ALARIS Stockholders tender their shares of ALARIS Common Stock under the Offer to Subcorp, and that the ALARIS Stockholders approve and adopt this Agreement and the Merger be submitted to the extent required by Applicable Laws stockholders of TeleCorp for their approval and authorization (the “ALARIS Board recommendations referred to in this sentence, the "Directors' Recommendation”"). The affirmative vote of holders of a majority of the voting power of all outstanding shares of ALARIS TeleCorp Class A Voting Common Stock to adopt this Agreement is Stock, TeleCorp Class C Common Stock, TeleCorp Class D Common Stock, TeleCorp Class E Common Stock, TeleCorp Class F Common Stock, and TeleCorp Voting Preference Common Stock, TeleCorp Series A Convertible Preferred Stock, TeleCorp Series B Preferred Stock, TeleCorp Series C Preferred Stock, TeleCorp Series D Preferred Stock, TeleCorp Series E Preferred Stock, and TeleCorp Series F Preferred Stock, voting together as one class in accordance with TeleCorp's Certificate of Incorporation, are the only vote votes of the holders of any class or series of ALARIS Common Stock capital stock of TeleCorp necessary to adopt this Agreement approve and approve the transactions contemplated by authorize this Agreement, including the MergerMerger and the Related Agreements and the other transactions contemplated hereby and thereby in their capacity as stockholders of TeleCorp (such vote, the "Required Stockholder Approval"). Notwithstanding As of the foregoingdate hereof, no the Persons who are signatories to the Voting Agreements in the aggregate possess sufficient voting power to cause the Required Stockholder Approval to be given without the vote of any holders other stockholder of any class or series of ALARIS capital stock TeleCorp. The Stockholders Agreement Amendment was and is necessary effective to adopt this Agreement or approve amend the transactions contemplated by this Stockholders Agreement in the event that Cardinal Health or Subcorp shall acquire at least 90% of the outstanding ALARIS Common Stock pursuant to the Offer, other than, subject to the satisfaction of or, manner and to the extent permitted under this Agreement, waiver of all conditions to provided for in the Merger, in accordance with Section 253 of the DGCLStockholders Agreement Amendment.

Board Recommendation; Required Vote. The ALARIS MUSA Board, at a meeting duly called and held, has, by unanimous vote of those directors present (who constituted 100% of and voting with the directors only director then in office)office not voting being C. L▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, who abstained from the vote, (a) approved determined that this Agreement, and deem this Agreement, the Offer, the Merger Agreement and the transactions contemplated by this Agreement hereby, including the Merger, are advisable, fair to and in the best interests of the ALARIS MUSA Stockholders; (b) declared advisable and in all respects approved and adopted this Agreement, the Support Agreement and the transactions contemplated by this Agreement (other than the transactions contemplated by the Employment Agreement and the Support Agreement), including the Offer and the Merger, in all respects, and such approval constitutes approval taking into account the terms of the Offer, this Support Agreement, the Merger, the Support Agreement and the transactions contemplated by such agreements for purposes of Section 203 of the DGCL; and (c) resolved to recommend that the ALARIS Stockholders accept the Offer, that the ALARIS Stockholders tender their shares of ALARIS Common Stock under the Offer to Subcorp, and that the ALARIS MUSA Stockholders approve and adopt this Agreement and the Merger to the extent required by Applicable Laws (the “ALARIS MUSA Board Recommendation”), and the MUSA Board Recommendation has not been withdrawn, modified, qualified or otherwise changed in a manner adverse to Parent, provided that any withdrawal, modification or qualification of such recommendation in accordance with Section 1.6(c) shall not be deemed a breach of this representation. The Assuming that the representations and warranties of Parent and Merger Sub set forth in Section 3.8 are true and correct, the affirmative vote of holders of a majority of the outstanding shares of ALARIS MUSA Common Stock to approve and adopt this Agreement and the Merger is the only vote of the holders of any class or series of ALARIS Common Stock capital stock of MUSA necessary to approve and adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger. Notwithstanding the foregoing, no vote of any holders of any class or series of ALARIS capital stock is necessary to adopt this Agreement or approve the transactions contemplated by this Agreement in the event that Cardinal Health or Subcorp shall acquire at least 90% of the outstanding ALARIS Common Stock pursuant to the Offer, other than, subject to the satisfaction of or, to the extent permitted under this Agreement, waiver of all conditions to the Merger, in accordance with Section 253 of the DGCL.