Common use of Board Recommendation; Required Vote Clause in Contracts

Board Recommendation; Required Vote. The Company Board, at a meeting duly called and held on March 27, 2011, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) (i) determined that this Agreement and the Transactions, taken together, are fair to and in the best interests of the Company Shareholders, (ii) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with the FBCA, including, without limitation, Sections 607.0901, 607.0902 and 607.1104 thereof, to the extent applicable) and (iii) recommended that Company Shareholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and, to the extent required by Applicable Law, approve and adopt this Agreement and the Transactions (the “Company Board Recommendation”).

Board Recommendation; Required Vote. The Company Board, at a meeting duly called and held on March 27June 6, 20112012, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) (i) determined that this Agreement and the Transactions, taken together, are fair to and in the best interests of the Company Shareholders, (ii) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with the FBCA, including, without limitation, Sections 607.0901, 607.0902 and 607.1104 thereof, to the extent applicable) and (iii) recommended subject only to the ability to effect a Company Adverse Recommendation Change in accordance with Section 6.3(e), resolved to recommend that the Company Shareholders accept the Offer and Offer, tender their shares of Company Common Stock pursuant to the Offer and, to the extent if required by Applicable LawLaws, approve and adopt this Agreement (including the plan of merger set forth in this Agreement) and the Transactions (the “Company Board Recommendation”).