Common use of Board Recommendation Clause in Contracts

Board Recommendation. As of the date hereof, the Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present (i) determined that the Transaction Documents and the transactions contemplated thereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the Merger.

Board Recommendation. As The board of the date hereof, the Board of Directors directors of the Company, at a meeting duly called and held, has by the unanimous vote of those the directors present (who constituted all of the directors then in office) (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer Merger and the Bank Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same shareholders and (ii) resolved to recommend that the holders of the shares of the Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the MergerAgreement.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present participating (ia) determined that the Transaction Documents this Agreement and the transactions transaction contemplated thereby, including the Offer and the Merger, taken together, hereby are fair to and in the best interests of the stockholders of the Company and has approved the same by at least a majority vote and (iib) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and Shares approve this Agreement and the transactions contemplated herein, including the Mergerhereby.

Board Recommendation. As of the date hereof, the Board of Directors of the CompanyThe Board, at a meeting duly called and held, has by the unanimous vote of those directors present (iwho constituted all of the directors then in office) (a) determined that the Transaction Documents this Agreement and the transactions contemplated thereby, including the Offer and the Merger, taken together, Merger are fair to and in the best interests of the stockholders shareholders of the Company and has approved the same (other than Purchaser or any affiliate thereof) and (iib) resolved to recommend that the such holders of the shares of Company Common Stock accept the Offer approve and approve adopt this Agreement and the transactions contemplated herein, including approve the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present (i) determined that the Transaction Documents and the transactions contemplated thereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated hereinhereby, including the Merger.Merger and

Board Recommendation. As of the date hereof, the The Board of Directors of the CompanyPurchaser, at a meeting duly called and held, has by the unanimous vote of those the directors present (iwho constituted all of the directors then in office) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the MergerMergers, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the Mergershareholders.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken togetherMerger and the transactions contemplated thereby, are fair to and in the best interests of the stockholders of the Company and has approved the same Company, and (ii) resolved to recommend that to the holders of the shares of Company Common Stock accept Shares that they tender their Shares pursuant to the Offer and and/or approve this Agreement the Merger and the transactions contemplated herein, including the Mergerthereby.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the unanimous vote of those directors present (ia) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same Company's Stockholders, and (iib) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and Company's Stockholders approve this Agreement and the transactions contemplated herein, including the MergerMerger (the "Company Board Recommendation").

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present (i) determined that this Agreement and the Transaction Documents transactions contemplated hereby, including the Merger and the transactions contemplated thereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and Shares approve this Agreement Agreement, the Merger and the transactions contemplated herein, including the Mergerhereby and thereby.

Board Recommendation. As of the date hereof, the Board of Directors of the Company, at a meeting duly called and held, has by the unanimous vote of those directors present (i) determined that the Transaction Documents and the transactions contemplated thereby, including the Offer and the MergerMerger provided for by this Agreement, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same and (ii) resolved to recommend recommend, subject to Section 6.2 hereof, the Offer and that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the Merger.Company

Board Recommendation. As of the date hereof, the The Board of Directors of the CompanyCompany has, by a unanimous vote at a meeting of such Board duly called held on April 28, 1998, approved and heldadopted this Agreement, has by the vote of those directors present (i) Merger and the other transactions contemplated hereby, and determined that this Agreement, the Transaction Documents Merger and the other transactions contemplated thereby, including the Offer and the Mergerhereby, taken together, are fair to and in the best interests interest of the stockholders of the Company Company, and has approved the same and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept approve and adopt this Agreement, the Offer and approve this Agreement Merger and the other transactions contemplated herein, including the Mergerhereby.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by duly and unanimously, subject to the vote of those directors present terms and conditions set forth herein, (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders shareholders of the Company and has approved the same and (ii) subject to Section 6.1(c) hereof, resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and Shares approve this Agreement and the transactions contemplated herein, including the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the unanimous vote of those directors present (who constituted 100% of the directors then in office) (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same Company, and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the unanimous vote of those directors present (who constituted 100% of the directors then in office) (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are advisable and fair to and in the best interests of the stockholders of the Company and has approved the same Company, and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer approve and approve adopt this Agreement and the transactions contemplated herein, including the MergerMerger (the "Company Board Recommendation").

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the unanimous vote of those directors present (i) determined that this Agreement and the Transaction Documents transactions contemplated hereby, including the Merger and the transactions contemplated thereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same Company, and (ii) resolved to recommend that to the holders of the shares of Company Common Stock accept Shares that they approve the Offer and approve this Agreement Merger and the transactions contemplated herein, including the Mergerthereby.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the unanimous vote of those directors present (iwho constituted all of the directors then in office) (a) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are advisable and are fair to and in the best interests of the stockholders of the Company and has approved the same Company, and (iib) resolved to recommend that the holders of the shares of capital stock of the Company Common Stock accept the Offer and approve adopt this Agreement and the transactions contemplated herein, including the MergerAgreement.

Board Recommendation. As of the date hereof, the Board of Directors of the CompanyThe Company Board, at a meeting duly called and held, has by the unanimous vote of those the directors present (who constituted all of the directors then in office) (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same shareholders and (ii) resolved to recommend that the holders of the shares of the Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the MergerAgreement.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by duly and unanimously, subject to the vote of those directors present terms and conditions set forth herein, (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders shareholders of the Company and has approved the same and (ii) subject to the other provisions hereof, resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and Shares approve this Agreement and the transactions contemplated herein, including the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the requisite vote of those directors present (i) determined that the Transaction Documents this Agreement and the transactions contemplated thereby, including the Offer and the Merger, taken together, hereby are fair to and in the best interests of the stockholders shareholders of the Company and has approved the same and same, (ii) resolved to recommend recommend, subject to the board's fiduciary duties, that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including herein and (iii) resolved to call a special meeting of the shareholders of the Company to approve the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the unanimous vote of those all directors present (ia) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders interest of the Company and has approved the same its stockholders, and (iib) resolved to recommend that approved this Agreement in accordance with the holders provisions of the shares of Company Common Stock accept the Offer DGCL and approve this Agreement and the transactions contemplated herein, including the Mergerits Governing Documents.

Board Recommendation. As of the date hereof, the Board of Directors of the CompanyThe Board, at a meeting duly called and held, has by the unanimous vote of those directors present (iwho constituted all of the directors then in office) (a) determined that the Transaction Documents this Agreement and the transactions contemplated thereby, including the Offer and the Merger, taken together, Merger are fair to and in the best interests of the stockholders shareholders of the Company and has approved the same (other than Purchaser or any affiliate thereof) and (iib) resolved to recommend that the such holders of the shares of Company Common Stock accept the Offer approve and approve adopt this Agreement and the transactions contemplated herein, including approve the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present unanimously (i) determined that this Agreement and the Transaction Documents transactions contemplated hereby, including the Merger and the transactions contemplated thereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders shareholders of the Company and has approved the same Company, and (ii) resolved to recommend that to the holders of the shares of Company Common Stock accept Shares that they approve the Offer and approve this Agreement Merger and the transactions contemplated herein, including the Mergerthereby.

Board Recommendation. As Each of the date hereof, the Board Boards of Directors of the Company-------------------- Company and Nonpareil, at a meeting duly called and held, has by the unanimous vote of those directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the Transaction Documents transactions contemplated hereby, including the Merger and the transactions contemplated thereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same Shareholders and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and Shareholders approve this Agreement and the transactions contemplated herein, including the MergerAgreement.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present participating (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same same, and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present participating (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same same, and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the Merger.. (s)

Board Recommendation. As of the date hereof, the The Board of Directors of the -------------------- Company, at a meeting duly called and heldpursuant to an action in writing, has by the vote unanimous action of those all directors present then in office (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same Company, and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a -------------------- meeting duly called and held, has by the a unanimous vote of those directors present (i) approved the Merger and declared it advisable, (ii) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same Company, and (iiiii) resolved subject to its fiduciary duties under applicable law to recommend that the holders stockholders of the shares of Company Common Stock accept the Offer and approve adopt this Agreement and the transactions contemplated herein, including the MergerAgreement.

Board Recommendation. As of the date hereof, the The Board of Directors of the CompanyBuyer, at a meeting duly called and held, has by the a vote of those the directors present (who constituted all of the directors then in office) (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same shareholders and (ii) resolved to recommend that the holders of the shares of Company Buyer Common Stock accept approve the Offer and approve this Agreement and issuance of the transactions contemplated herein, including the MergerMerger Consideration.

Board Recommendation. As of the date hereof, the Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present (i) determined that the Transaction Documents and the transactions contemplated thereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the Merger.of

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the a unanimous vote of those directors present (i) approved the Merger and declared it advisable, (ii) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same Company, and (iiiii) resolved subject to its fiduciary duties under applicable law to recommend that the holders stockholders of the shares of Company Common Stock accept the Offer and approve adopt this Agreement and the transactions contemplated herein, including the MergerAgreement.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a -------------------- meeting duly called and held, has by the unanimous vote of those directors present (who constituted 100% of the directors then in office) (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same Company, and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a -------------------- meeting duly called and held, has by duly and unanimously, subject to the vote of those directors present terms and conditions set forth herein, (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders shareholders of the Company and has approved the same and (ii) subject to the other provisions hereof, resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and Shares approve this Agreement and the transactions contemplated herein, including the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present has: (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and inclusive of the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same Company; and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including inclusive of the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the CompanyCompany has, by a majority vote at a meeting duly called of such Board or by written consent of all of the members of such Board, approved and heldadopted this Agreement, has by the vote of those directors present (i) Merger and the other transactions contemplated hereby, determined that the Transaction Documents and the transactions contemplated thereby, including the Offer and the Merger, taken together, are Merger is fair to and in the best interests of the stockholders of the Company and has approved the same and (ii) resolved to recommend recommended that the holders stockholders of the shares of Company Common Stock accept approve and adopt this Agreement, the Offer and approve this Agreement Merger and the other transactions contemplated herein, including the Mergerhereby.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the unanimous vote of those directors present (ipresent(i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are advisable and are fair to and in the best interests of the stockholders of the Company and has approved the same Company, and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and Shares approve this Agreement and the transactions contemplated herein, including the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the unanimous vote of those the directors present at the meeting (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, together are fair to and in the best interests of the stockholders of the Company and has approved the same Stockholders and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and Stockholders approve this Agreement and the transactions contemplated herein, including the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present (i) determined that this Agreement and the Transaction Documents transactions contemplated hereby, including the Merger, and the Stock Exchange Agreement and the transactions contemplated thereby, including the Offer and the MergerExchange, taken together, are fair to and in the best interests of the stockholders of the Company (other than the Stockholder and has approved the same its affiliates), and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer approve and approve adopt this Agreement and the transactions contemplated herein, including the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the at least a majority vote of those directors present (i) approved the Merger and declared it advisable, (ii) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same Company, and (iiiii) resolved to recommend that the holders stockholders of the shares of Company Common Stock accept the Offer and approve adopt this Agreement and the transactions contemplated herein, including the MergerAgreement.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present (i) determined that this Agreement and the Transaction Documents transactions contemplated hereby, including the Merger, and the Stock Exchange Agreement and the transactions contemplated thereby, including the Offer and the MergerExchange, taken together, are fair to and in the best interests of the stockholders of the Company (other than the Stockholder and has approved the same its affiliates), and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the CompanyUnit, at a meeting -------------------- duly called and held, has by the unanimous vote of those directors present (ia) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same Unit Shareholders, and (iib) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and Unit Shareholders approve this Agreement and the transactions contemplated herein, including the MergerMerger (the "Unit Board Recommendation").

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at -------------------- a meeting duly called and held, has by the unanimous vote of those directors present (who constituted 100% of the directors then in office) (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same Company, and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present (i) determined that the Transaction Documents this Agreement and the transactions contemplated thereby, including the Offer and the Merger, taken together, hereby are fair to and in the best interests of the stockholders shareholders of the Company and has approved the same and (ii) resolved to recommend that the holders shareholders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the Mergerhereby.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, Company has by the vote unanimous action of those all directors present then in office (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same Company, and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the unanimous vote of those directors present (iwho constituted all of the directors then in office) (a) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken together, are advisable and are fair to and in the best interests of the stockholders of the Company and has approved the same Company, and (iib) resolved to recommend that the holders of the shares of capital stock of the Company Common Stock accept the Offer and approve adopt this Agreement and the transactions contemplated herein, including the MergerAgreement.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present (i) determined that this Agreement and the Transaction Documents transactions contemplated hereby, including the Merger and the transactions contemplated thereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same Company, and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept Shares approve the Offer and approve this Agreement Merger and the transactions contemplated herein, including the Mergerthereby.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company▇▇▇▇▇, at a meeting duly called and held, has by the unanimous vote of those the directors present (who constituted all of the directors then in office) (i) determined that this Agreement and the Transaction Documents transactions contemplated hereby, including the Merger, and the ▇▇▇▇▇ Stock Option Agreement and the ▇▇▇▇▇ Directors' Agreements and the transactions contemplated thereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same shareholders and (ii) resolved to recommend that the holders of the shares of Company ▇▇▇▇▇ Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the MergerAgreement.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the unanimous vote of those directors present (who constituted 100% of the directors then in office) (i) determined that this Agreement and the Transaction Documents transactions contemplated hereby, including the Merger and the transactions contemplated thereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders Company and the Shareholders of the Company and has approved fair to the same Shareholders of the Company, and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and Shareholders approve this Agreement and the transactions contemplated herein, including the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, -------------------- at a meeting duly called and held, has by the vote of those directors present (ia) determined that the Transaction Documents this Agreement and the transactions contemplated thereby, including the Offer and the Merger, taken together, hereby are fair to advisable and in the best interests of the stockholders of the Company and has approved the same its stockholders and (iib) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated hereinhereby, including the Merger.

Board Recommendation. As of the date hereof, the The Company's Board of Directors of the CompanyDirectors, at a meeting duly called and held, has by the unanimous vote of those directors present (who constituted all of the directors then in office other than ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇, who did not participate in such deliberations or vote) (i) approved this Agreement and determined that the Transaction Documents it is advisable and the transactions contemplated thereby, including the Offer and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company and has approved the same Company, and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the Merger.

Board Recommendation. As of the date hereof, the The Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present (who constituted all but one of the directors then in office) (i) determined that the Transaction Documents this Agreement and the transactions contemplated therebyhereby, including the Offer and the Merger, taken togetherShare Exchange, are fair to and in the best interests of the stockholders shareholders of the Company and has approved the same same, and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the MergerShare Exchange.

Board Recommendation. As of the date hereof, the Board of Directors of the CompanyThe Board, at a meeting duly called and held, has by the unanimous vote of those directors present (i) who constituted 100% of the directors then in office), determined that the Transaction Documents this Agreement and the transactions contemplated thereby, including the Offer and the Merger, taken togetherby this Agreement, are fair to advisable and in the best interests of the stockholders of the Company and has approved the same and (ii) resolved to recommend that the holders of the shares of Company Common Stock accept the Offer and approve this Agreement and the transactions contemplated herein, including the MergerCompany's Shareholders.