Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. The Board of Directors of Company has by resolutions duly adopted at a meeting duly called and held, which resolutions, have not been subsequently rescinded, modified or withdrawn in any way, by unanimous vote duly (i) determined that this Agreement and the Merger and the transactions contemplated hereby are fair to and in the best interests of Company and its stockholders, (ii) approved this agreement and the Merger and the transactions contemplated hereby and declared their advisability, and (iii) recommend that the stockholders of Company approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted for consideration by Company’s stockholders at the Company Stockholders’ Meeting. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote necessary to approve this Agreement and the transactions contemplated hereby. The approval of the Company Board of Directors constitutes approval of this Agreement as required under any applicable state takeover law and no such state takeover law is applicable to the Merger or the other transactions contemplated hereby, including, without limitation, the restrictions on business combinations contained in Section 203 of the DGCL.

Board Approval; Vote Required. (a) The Board of Directors of Company has Board, by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) duly (i) determined that this Agreement and Agreement, the Merger and the transactions contemplated hereby Other Transactions are fair to and in the best interests of the Company and its stockholders, (ii) approved this agreement and Agreement, the Merger and the transactions contemplated hereby Other Transactions and declared their advisability, and (iii) recommend recommended that the stockholders of the Company approve adopt this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted for consideration by the Company’s 's stockholders at the Company Stockholders’ ' Meeting. The affirmative vote Assuming the accuracy of Parent's representations and warranties in Section 4.09, the holders approval of a majority of the outstanding shares of Company Common Stock is the only vote necessary to approve this Agreement and the transactions contemplated hereby. The approval of by the Company Board of Directors constitutes approval of this Agreement as required and the Merger for purposes of Section 203 of the DGCL ("SECTION 203") and represents the only action necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. No "fair price," "moratorium," "control share acquisition," or other similar anti-takeover statute or regulation enacted under any state or federal Law in the United States (with the exception of Section 203) applicable state takeover law and no such state takeover law to the Company is applicable to the Merger or the other transactions contemplated hereby, including, without limitation, the restrictions on business combinations contained in Section 203 of the DGCLby this Agreement.

Board Approval; Vote Required. The Board of Directors of Company has Xtribe Board, by resolutions duly adopted in compliance with Xtribe PLC’s articles of association, either by unanimous vote of those voting at a quorate meeting duly called and heldheld or by unanimous written consent, which resolutions, have and in either case not been subsequently rescinded, rescinded or modified or withdrawn in any way, by unanimous vote has duly (ia) determined that this Agreement and the Merger other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, are advisable and the transactions contemplated hereby are fair to and in the best interests of Company Xtribe PLC and its stockholders, (iib) resolved that, having considered the transactions contemplated by this Agreement and the other Transaction Documents to which Xtribe PLC is a party, including the Pre-Closing Reorganization Documents, and the matters referred to in Section 172 of the United Kingdom Companies Act 2006, they considered, in good faith, that the transactions contemplated by this Agreement and the other Transaction Documents and this Agreement would be most likely to promote the success of Xtribe PLC for the benefit of its members as a whole having regard to all relevant factors, including those listed in Section 172 of the United Kingdom Companies Act 2006, and (c) approved this agreement Agreement and the Merger and other Transaction Documents to which Xtribe PLC is a party, including the transactions contemplated hereby Pre-Closing Reorganization Documents, and declared their advisability, and (iii) recommend that the stockholders of Company approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted for consideration by Company’s stockholders at the Company Stockholders’ Meeting. The affirmative Requisite Approval is the only vote of the holders of a majority any class or series of capital stock of the outstanding shares of Company Common Stock is the only vote necessary to adopt this Agreement and approve the Transactions. No vote of or approval by the holders of any class or series of capital stock (including shares) of Xtribe PLC, whether under Chapter 4 of Part 10 of the United Kingdom Companies Act 2006 or otherwise, is necessary for Xtribe PLC validly to adopt this Agreement and the transactions contemplated hereby. The approval of other Transaction Documents to which it is a party, including the Company Board of Directors constitutes approval of this Agreement as required under any applicable state takeover law Pre-Closing Reorganization, and no such state takeover law is applicable to approve the Merger or the other transactions contemplated hereby, including, without limitation, the restrictions on business combinations contained in Section 203 of the DGCLTransactions.

Board Approval; Vote Required. (i) The Board of Directors of Company has New Core, by resolutions duly adopted by unanimous vote at a meeting duly called and held, which resolutionsor by action by unanimous written consent, have and not been subsequently rescinded, rescinded or modified or withdrawn in any way, by unanimous vote has duly (iA) determined that this Agreement and the Merger and the transactions contemplated hereby are fair to advisable and in the best interests of Company New Core and its stockholdersshareholders, (iiB) approved this agreement and the Merger and the transactions contemplated hereby and declared their advisability, and (iii) recommend that the stockholders of Company approve this Agreement and the transactions contemplated hereby Merger, (C) resolved to recommend that the “Company Recommendation”) shareholders of New Core approve and adopt this Agreement and the Merger and directed that this Agreement and the Merger be submitted for consideration by CompanyNew Core’s stockholders at shareholders for approval and adoption and (D) taken all other action necessary to render any and all limitations on business combinations contained in the Company Stockholders’ MeetingFBCA and the provisions of New Core’s articles of incorporation inapplicable to the transactions contemplated hereby. To the Knowledge of New Core, except for the limitations on business combinations contained in the FBCA (which have been rendered inapplicable), no state takeover statute is applicable or purports to be applicable to the Merger or the other transactions contemplated hereby. (ii) The affirmative vote of the holders of a majority of the outstanding shares of Company New Core Common Stock (the “Required New Core Vote”) to approve and adopt this Agreement and the Merger is the only vote of the holders of any class or series of New Core capital stock necessary to approve or adopt this Agreement and the transactions contemplated hereby. The approval of the Company Board of Directors constitutes approval of this Agreement as required under any applicable state takeover law Merger and no such state takeover law is applicable to the Merger or the other transactions contemplated hereby, including, without limitation, the restrictions on business combinations contained in Section 203 of the DGCL.

Board Approval; Vote Required. (a) The Board of Directors of Company has Audit Committee, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, which resolutions, have held and not been subsequently rescinded, rescinded or modified or withdrawn in any way, by unanimous vote has duly (i) determined that this Agreement and the Merger and Transactions, including the transactions contemplated hereby Second Merger, are fair to and in the best interests of the Company and its stockholdersthe Company Shareholders, (ii) approved this agreement Agreement and the Merger and Transactions to which the transactions contemplated hereby and declared their advisabilityCompany is a party, and (iii) recommend recommended that the stockholders Company Board approve and adopt this Agreement, the Second Merger and the other Transactions as contemplated by this Agreement; provided, however that any change, modification or rescission of such approval by the Company approve Audit Committee pursuant to Section 6.06 of this Agreement shall not be deemed a breach of this Section 3.11. (b) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the transactions Transactions, including the Second Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) approved this Agreement and the Transactions to which the Company is a party and (iii) recommended that the Company Shareholders approve and adopt this Agreement, the Second Merger and the other Transactions as contemplated hereby (the “Company Recommendation”) by this Agreement and directed that this Agreement and the Transactions be submitted for consideration by Company’s stockholders the Company Shareholders at the Company StockholdersShareholders’ Meeting. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote necessary to approve this Agreement and the transactions contemplated hereby. The approval ; provided; however that any change, modification or rescission of the Company Board of Directors constitutes approval Approval pursuant to Section 6.06 of this Agreement as required under any applicable state takeover law and no such state takeover law is applicable to the Merger or the other transactions contemplated hereby, including, without limitation, the restrictions on business combinations contained in shall not be deemed a breach of this Section 203 of the DGCL3.11.

Board Approval; Vote Required. (a) The Board of Directors of Company has SeaSpine Board, by resolutions duly adopted by a unanimous vote of all of the members of the SeaSpine Board at a meeting duly called and held, which resolutionshas duly (i) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, on the terms and subject to the conditions set forth in this Agreement, (ii) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are fair to, and in the best interests of, SeaSpine and the SeaSpine Stockholders, (iii) resolved to recommend the adoption of this Agreement to the SeaSpine Stockholders, on the terms and subject to the conditions set forth in this Agreement, and (iv) directed that this Agreement be submitted to the SeaSpine Stockholders for adoption, and, subject to Section 6.04, such resolutions have not been subsequently rescinded, modified or withdrawn in any way, by unanimous vote duly . (ib) determined that this Agreement and the Merger and the transactions contemplated hereby are fair to and in the best interests of Company and its stockholders, (ii) approved this agreement and the Merger and the transactions contemplated hereby and declared their advisability, and (iii) recommend that the stockholders of Company approve this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted for consideration by Company’s stockholders at the Company Stockholders’ Meeting. The affirmative vote of the holders of a majority of all outstanding SeaSpine Shares entitled to vote thereon (the outstanding shares of Company Common Stock “SeaSpine Stockholder Approval”) is the only vote necessary to approve adopt this Agreement. Other than the SeaSpine Stockholder Approval, no other corporate proceeding is necessary to authorize the execution, delivery or performance of this Agreement and the transactions contemplated hereby. thereby. (c) The approval of SeaSpine Board has taken all actions necessary to ensure that the Company Board of Directors constitutes approval of this Agreement as required under any applicable state takeover law and no such state takeover law is restrictions applicable to the Merger or the other transactions contemplated hereby, including, without limitation, the restrictions on business combinations contained in Section 203 of the DGCLDGCL are inapplicable to the execution, delivery and performance of this Agreement and any of the transactions and other agreements contemplated hereby. No Takeover Law applies or purports to apply to the Merger, this Agreement or any of the transactions or other agreements contemplated hereby.

Board Approval; Vote Required. (a) The Board of Directors of Company has Board, by resolutions duly adopted at a meeting duly called and held, which resolutions, have not been subsequently rescinded, modified or withdrawn in any way, by unanimous vote has as of the date of this Agreement duly (i) determined that this Agreement and the Merger and the transactions contemplated hereby are fair to and in the best interests of Company the Company’s stockholders (other than holders of Shares that are affiliates of Parent and its stockholdersholders who will be parties to Employee Rollover Agreements), (ii) approved this agreement and the Merger and the transactions contemplated hereby Agreement and declared their its advisability, and (iii) recommend recommended that the stockholders of the Company approve adopt this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders’ MeetingMeeting (collectively, the “Company Board Recommendation”). The approval of this Agreement by the Company Board constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL and represents the only action necessary to ensure that Section 203 of the DGCL does not and will not apply to the execution and delivery of this Agreement or the consummation of the Merger. To the knowledge of the Company, no other “control share acquisition,” “fair price” or other anti-takeover regulations enacted under state Laws in the United States apply to this Agreement or any of the transactions provided for herein. (b) The only vote of the holders of any class or series of capital stock or other securities of the Company necessary to adopt this Agreement and the Merger and the other transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote necessary to approve this Agreement and the transactions contemplated hereby. The approval in favor of the Company Board of Directors constitutes approval adoption of this Agreement as required under any applicable state takeover law and no such state takeover law is applicable to (the Merger or the other transactions contemplated hereby, including, without limitation, the restrictions on business combinations contained in Section 203 of the DGCL“Stockholder Approval”).

Board Approval; Vote Required. (a) The Company Board and the Independent Committee of the Board of Directors of Company has (the "Independent Committee"), by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office, other than the Principal Stockholder) duly (i) determined that this Agreement, the Voting Agreement, the Contribution Agreement and the Merger and the transactions contemplated hereby Other Transactions are fair to and in the best interests of the Company and its stockholders, (ii) approved this agreement and Agreement, the Voting Agreement, the Contribution Agreement, the Merger and the transactions contemplated hereby Other Transactions and declared their advisability, and (iii) recommend recommended that the stockholders of the Company approve adopt this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted for consideration by the Company’s 's stockholders at the Company Stockholders’ ' Meeting. The affirmative vote Assuming the accuracy of Parent's representations and warranties in Section 4.10, the holders approval of a majority of this Agreement, the outstanding shares of Company Common Stock is the only vote necessary to approve this Voting Agreement and the transactions contemplated hereby. The approval of Contribution Agreement by the Company Board of Directors and the Independent Committee constitutes approval of this Agreement, the Voting Agreement, the Contribution Agreement as required under any applicable state takeover law and no such state takeover law is applicable to the Merger or the other transactions contemplated hereby, including, without limitation, the restrictions on business combinations contained in for purposes of Section 203 of the DGCL.DGCL ("Section 203") and represents the only action necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of this Agreement, the Voting Agreement or the Contribution Agreement or the consummation of the Merger and the Other Transactions. No "fair price,"

Board Approval; Vote Required. (a) The Company Board of Directors of Company has and the Special Committee, by resolutions duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in any way, has by unanimous vote of those directors, or members, as the case may be, present (who constituted 100% of the directors or members, as the case may be, then in office) duly (i) determined that this Agreement and Agreement, the Merger and the transactions contemplated hereby Other Transactions are fair to and in the best interests of the Company and its stockholders, (ii) approved this agreement and Agreement, the Merger and the transactions contemplated hereby Other Transactions and with respect to this Agreement, declared their its advisability, and (iii) recommend recommended that the stockholders of the Company approve adopt this Agreement and the transactions contemplated hereby (the “Company Recommendation”) and directed that this Agreement be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting. The affirmative Assuming the accuracy of Parent’s representations and warranties in Section 4.10, the approval of this Agreement by the Company Board and the Special Committee constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL (“Section 203”) and represents the only action necessary to ensure that the restrictions on "Business Combinations" (as that term is defined in Section 203) of Section 203 do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions. To the knowledge of the Company, no “fair price,” “moratorium,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under state or federal laws in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement. (b) Assuming the accuracy of Parent’s representations and warranties in Section 4.10, the only vote of the holders of a majority any class or series of the outstanding shares of Company Common Stock is the only vote necessary to approve this Agreement and the transactions contemplated hereby. The approval capital stock or other securities of the Company Board of Directors constitutes approval of necessary to adopt this Agreement as required under any applicable state takeover law and no such state takeover law or consummate the Other Transactions is applicable to the Merger or the other transactions contemplated hereby, including, without limitation, the restrictions on business combinations contained in Section 203 of the DGCLRequisite Stockholder Vote.