Common use of Board Recommendation; Required Vote Clause in Contracts

Board Recommendation; Required Vote. The Board of Directors of Anadarko, at a meeting duly called and held, has by unanimous vote of those directors present (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, and the Anadarko Stock Option Agreement and the transactions contemplated thereby, taken together, are fair to and in the best interests of Anadarko and the Anadarko Stockholders, and (ii) resolved to recommend that the Anadarko Stockholders approve and authorize the Share Issuance and the Anadarko Board Amendment (as defined in Section 5.2(h)) (the "ANADARKO BOARD RECOMMENDATION"). The affirmative vote of holders of a majority of the Anadarko Common Shares present and voting at the Anadarko Stockholders Meeting to approve the Share Issuance and the affirmative vote of holders of 80% of the outstanding Anadarko Common Shares to approve the Anadarko Board Amendment are the only votes of the Anadarko Stockholders necessary to adopt this Agreement and approve the transactions contemplated hereby.

Board Recommendation; Required Vote. The Board of Directors of Anadarko, at a meeting duly called and held, has by unanimous vote of those directors present (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, and the Anadarko Stock Option Agreement and the transactions contemplated thereby, taken together, are fair to and in the best interests of Anadarko and the Anadarko Stockholders, and (ii) resolved to recommend that the Anadarko Stockholders approve and authorize the Share Issuance and the Anadarko Board Amendment (as defined in Section 5.2(h)) (the "ANADARKO BOARD RECOMMENDATIONAnadarko Board Recommendation"). The affirmative vote of holders of a majority of the Anadarko Common Shares present and voting at the Anadarko Stockholders Meeting to approve the Share Issuance and the affirmative vote of holders of 80% of the outstanding Anadarko Common Shares to approve the Anadarko Board Amendment are the only votes of the Anadarko Stockholders necessary to adopt this Agreement and approve the transactions contemplated hereby.