Common use of Board Approval; Vote Required Clause in Contracts

Board Approval; Vote Required. (a) The Company 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duly adopted at a meeting duly called and held, which resolutions, subject to Section 6.04, have not been subsequently rescinded, modified or withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) duly (i) determined that this Agreement, the Merger and the Other Transactions are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, the Merger and the Other Transactions and declared their advisability, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting. Assuming the accuracy of Parent's representations and warranties in Section 4.09, 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 ("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 state or federal Law in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement.

Board Approval; Vote Required. (ai) The Company BoardBoard of Directors of New Core, by resolutions duly adopted by unanimous vote at a meeting duly called and held, which resolutionsor by action by unanimous written consent, subject to Section 6.04, have and not been subsequently rescinded, rescinded or modified or withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) duly (iA) determined that this Agreement, Agreement and the Merger and the Other Transactions are fair to advisable and in the best interests of the Company New Core and its stockholdersshareholders, (iiB) approved this Agreement, the Merger Agreement and the Other Transactions and declared their advisabilityMerger, and (iiiC) recommended resolved to recommend that the stockholders shareholders of the Company New Core approve and adopt this Agreement and the Merger and directed that this Agreement and the Merger be submitted for consideration by New Core’s 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's stockholders at FBCA and the Company Stockholders' Meetingprovisions of New Core’s articles of incorporation inapplicable to the transactions contemplated hereby. Assuming To the accuracy Knowledge of Parent's representations 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 New Core Common Stock (the “Required New Core Vote”) to approve and warranties in Section 4.09, the approval of this Agreement by the Company Board constitutes approval of adopt this Agreement and the Merger for purposes of Section 203 is the only vote of the DGCL ("SECTION 203") and represents the only action holders of any class or series of New Core capital stock necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of approve or adopt this Agreement or the consummation of and the Merger and the Other Transactions. No "fair price," "moratorium," "control share acquisition," or other similar anti-takeover statute or regulation enacted under state or federal Law in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreementhereby.

Board Approval; Vote Required. (a) The Board of Directors of Company Board, has 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, Agreement and the Merger and the Other Transactions transactions contemplated hereby are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, agreement and the Merger and the Other Transactions transactions contemplated hereby and declared their advisability, and (iii) recommended recommend that the stockholders of the Company adopt approve 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. Assuming The affirmative vote of the accuracy holders of Parent's representations a majority of the outstanding shares of Company Common Stock is the only vote necessary to approve this Agreement and warranties in Section 4.09, the transactions contemplated hereby. The approval of this Agreement by 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 for purposes of or the other transactions contemplated hereby, including, without limitation, the restrictions on business combinations contained in 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 state or federal Law in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this AgreementDGCL.

Board Approval; Vote Required. (a) The Company WebMD Board, by resolutions duly adopted upon the unanimous recommendation of the Special Committee, at a meeting duly called and heldheld pursuant to the DGCL and WebMD’s organizational documents, has adopted resolutions which resolutions, subject to Section 6.04, have were not been subsequently rescinded, rescinded or modified or withdrawn in any way, has by unanimous vote of those directors present (who constituted 100% of the directors then in office) duly way (i) determined that approving and declaring advisable this Agreement, the Merger and the Other Transactions are fair to and other Transactions, (ii) declaring that it is in the best interests of the Company stockholders of WebMD that WebMD enter into this Agreement and its stockholdersconsummate the Transactions, (ii) approved this Agreementincluding the Share Issuance, the Merger and the Other Transactions and declared their advisability, and (iii) recommended directing that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting. Assuming the accuracy of Parent's representations and warranties in Section 4.09, the approval of this Agreement by the Company Board constitutes approval adoption of this Agreement and the Merger for purposes of Section 203 approval of the DGCL Share Issuance be submitted to a vote at a meeting of the stockholders of WebMD and ("SECTION 203"iv) and represents the only action necessary to ensure recommending that the restrictions stockholders of Section 203 do not apply to the execution and delivery of WebMD adopt this Agreement or and approve the consummation Share Issuance. (b) The only votes of the Merger holders of any class or series of capital stock of WebMD necessary (i) to adopt this Agreement is the affirmative vote of the holders of a majority of the voting power of the outstanding shares of WebMD Common Stock in favor thereof; and (ii) to approve the Other Transactions. No "fair price," "moratorium," "control share acquisition," Share Issuance is the affirmative vote of the holders of a majority of the voting power of the outstanding shares of WebMD Common Stock present or other similar anti-takeover statute or regulation enacted under state or federal Law in represented at the United States (with the exception of Section 203) applicable meeting and entitled to the Company is applicable to the transactions contemplated by this Agreementvote on such matter.

Board Approval; Vote Required. (a) The Company 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% as of the directors then in office) date of this Agreement duly (i) determined that this Agreement, Agreement and the Merger and the Other Transactions are fair to and in the best interests of the Company 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, the Merger and the Other Transactions Agreement and declared their its advisability, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company's ’s stockholders at the Company Stockholders' Meeting. Assuming the accuracy of Parent's representations and warranties in Section 4.09’ Meeting (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 ("SECTION 203") and represents the only action necessary to ensure that the restrictions of Section 203 do of the DGCL does not and will not apply to the execution and delivery of this Agreement or the consummation of the Merger and Merger. To the Other Transactions. No "fair price," "moratorium," "knowledge of the Company, no other “control share acquisition," ” “fair price” or other similar anti-takeover statute or regulation regulations enacted under state or federal Law Laws in the United States apply to this Agreement or any of the transactions provided for herein. (with b) The only vote of the exception holders of Section 203) applicable to any class or series of capital stock or other securities of the Company is applicable necessary to adopt this Agreement and the Merger and the other transactions contemplated by this AgreementAgreement is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock in favor of the adoption of this Agreement (the “Stockholder Approval”).

Board Approval; Vote Required. (a) The Company 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, has by unanimous . (b) The affirmative vote of those directors present the holders of a majority of all outstanding SeaSpine Shares entitled to vote thereon (who constituted 100% of the directors then in office“SeaSpine Stockholder Approval”) duly (i) determined that is necessary to adopt this Agreement. Other than the SeaSpine Stockholder Approval, no other corporate proceeding is necessary to authorize the Merger and the Other Transactions are fair to and in the best interests of the Company and its stockholdersexecution, (ii) approved this Agreement, the Merger and the Other Transactions and declared their advisability, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting. Assuming the accuracy of Parent's representations and warranties in Section 4.09, the approval of this Agreement by the Company Board constitutes approval delivery or performance of this Agreement and the Merger for purposes of Section 203 of the DGCL transactions contemplated thereby. ("SECTION 203"c) and represents the only action The SeaSpine Board has taken all actions necessary to ensure that the restrictions of applicable to business combinations contained in Section 203 do not of the DGCL 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 execution and delivery of Merger, this Agreement or the consummation any of the Merger and the Other Transactions. No "fair price," "moratorium," "control share acquisition," transactions or other similar anti-takeover statute or regulation enacted under state or federal Law in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions agreements contemplated by this Agreementhereby.

Board Approval; Vote Required. (a) The Company BoardBoard and the Independent Committee of the Board of Directors (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 Other Transactions are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, the Voting Agreement, the Contribution Agreement, the Merger and the Other Transactions and declared their advisability, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company's stockholders at the Company Stockholders' Meeting. Assuming the accuracy of Parent's representations and warranties in Section 4.094.10, the approval of this Agreement, the Voting Agreement and the Contribution Agreement by the Company Board and the Independent Committee constitutes approval of this Agreement, the Voting Agreement, the Contribution Agreement and the Merger for purposes of Section 203 of the DGCL ("SECTION 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," "moratorium," "control share acquisition," or other similar anti-takeover statute or regulation enacted under state or federal Law in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement.

Board Approval; Vote Required. (a) The Company BoardAudit Committee, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held, which resolutions, subject to Section 6.04, have held and not been subsequently rescinded, rescinded or 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, the Merger Agreement and the Other Transactions Transactions, including the Second Merger, are fair to and in the best interests of the Company and its stockholdersthe Company Shareholders, (ii) approved this Agreement, the Merger Agreement and the Other Transactions and declared their advisabilityto which the Company is a party, and (iii) 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 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, 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 by this Agreement and directed that this Agreement and the Transactions be submitted for consideration by the Company's stockholders Company Shareholders at the Company Stockholders' Shareholders’ Meeting. Assuming ; provided; however that any change, modification or rescission of the accuracy of Parent's representations and warranties in Company Board Approval pursuant to Section 4.09, the approval 6.06 of this Agreement by the Company Board constitutes approval shall not be deemed a breach 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 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 state or federal Law in the United States (with the exception of Section 203) applicable to the Company is applicable to the transactions contemplated by this Agreement3.11.

Board Approval; Vote Required. (a) The Company BoardBoard 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 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, the Merger and the Other Transactions are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, the Merger and the Other Transactions and with respect to this Agreement, declared their its advisability, and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement be submitted for consideration by the Company's ’s stockholders at the Company Stockholders' ’ Meeting. Assuming the accuracy of Parent's ’s representations and warranties in Section 4.094.10, 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 “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. No "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 Law 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 any class or series of capital stock or other securities of the Company necessary to adopt this Agreement or consummate the Other Transactions is the Requisite Stockholder Vote.