Common use of Board Recommendation; Required Vote Clause in Contracts

Board Recommendation; Required Vote. Parent’s 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) determined that this Agreement and the transactions contemplated hereby, including the Transaction, are advisable, fair to and in the best interests of Parent’s Stockholders; (b) declared advisable and in all respects approved and adopted this Agreement, and the transactions contemplated by this Agreement, including the Transaction; and (c) resolved to recommend that Parent’s Stockholders approve the Stock Issuance (the “Parent Board Recommendation”). The affirmative vote of a majority of the votes cast on a proposal approving the Stock Issuance at the Parent Stockholder Meeting by holders of Parent Common Stock on the record date for the Parent Stockholder Meeting is the only vote of the holders of any class or series of capital stock of Parent necessary for approval of this Agreement and the Transactions, including the Stock Issuance (the “Parent Stockholder Approval”), provided that the total votes cast on such proposal represents over 50% of the outstanding shares of Parent Common Stock on the record date for the Parent Stockholder Meeting.