Board Approval. The board of directors of the Company (the “Company Board”) (including any required committee or subgroup thereof), by resolutions duly adopted, has # determined that this Agreement and the Transactions are advisable and in the best interest of the Company and the Company Stockholders, # approved this Agreement and the Transactions in accordance with the Company Certificate of Incorporation and declared their advisability, and # resolved to recommend that the stockholders of the Company approve and adopt each of the matters requiring Company Stockholder Approval and directed that this Agreement and the Transactions be submitted for consideration by the Company Stockholders in accordance with Section 5.16.

The [[Companies:Organization]] Board, by resolutions duly adopted by a unanimous vote at a meeting of all directors of [[Companies:Organization]] duly called and held and, not subsequently rescinded or modified in any way, has: # determined that this Agreement and the transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, [[Companies:Organization]] and the Stockholders; # approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth herein; # directed that this Agreement be submitted to a vote of the Stockholders for adoption at the [[Companies:Organization]] Meeting; and # resolved to recommend that the Stockholders vote in favor of adoption of this Agreement.