definiens: ) ; WHEREAS, the Offer and the Mergers have been structured to qualify as a within themeaning of Section 368(a ) of the Code when considered together ; WHEREAS, the board of directors of the Company ( the ) ( i ) unanimouslydetermined that the terms of this Agreement and the transactions contemplated hereby ( the ), includingthe Offer and the First Merger in connection therewith are fair to, and in the best interests of, the Company and itsstockholders, ( ii ) determined that it is in the best interests of the Company and its stockholders, and declared itadvisable, to enter into this 1 Agreement, ( iii ) approved the execution and delivery by the Company of this Agreement, the performance by theCompany of its covenants and agreements contained herein and the consummation of the Offer, the Mergers and theother Transactions upon the terms and subject to the conditions contained herein and ( iv ) resolved to recommend thatthe holders of shares of Company Common Stock accept the Offer and tender their shares of Company CommonStock to Purchaser pursuant to the Offer ( the ) ; WHEREAS, the board of directors or sole member, as applicable, of Parent and each of the Merger Subshave approved this Agreement and determined that this Agreement and the Transactions, including the Offer, theMergers and the issuance of Parent Common Stock in the Offer and the First Merger, are advisable and fair to, and inthe best interests of, Parent and each of the Merger Subs and its stockholders or members, as applicable ; WHEREAS, as an inducement to and condition of Parent ’s willingness to enter into this Agreement, concurrently with the entry of the parties into this Agreement, Robert W. Duggan is entering into a support agreementwith Parent ( the ), pursuant to which, among other things, Mr. Duggan agrees to tender allCompany Shares beneficially owned by him into the Offer ; and WHEREAS, the Parties desire to make certain representations, warranties, covenants and agreements inconnection with the Offer and the Mergers and also prescribe various conditions to the Offer and the Mergers