Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt this Agreement, and to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coventry Health Care Inc), Agreement and Plan of Merger (First Health Group Corp)
Vote Required. The affirmative vote (in person or by proxy) in favor of the adoption of this Agreement of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary entitled to adopt this Agreement. The affirmative vote of the Required Company Stockholders thereon is the only vote of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, Agreement and to consummate the transactions contemplated herebyMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lyondell Chemical Co), Agreement and Plan of Merger (AI Chemical Investments LLC)
Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital shares of stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to consummate approve the Merger and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Realty Income Corp), Agreement and Plan of Merger (American Realty Capital Trust, Inc.)
Vote Required. The affirmative vote on the approval of this Agreement of the holders of a majority of the Company Shares outstanding shares on the record date for the meeting of shareholders of the Company Common Stock described in Section 7.1 (the “Required Company StockholdersShareholder Vote”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company’s capital stock or other Equity Interests of the Company necessary to adopt approve this Agreement, and to consummate Agreement or approve the transactions contemplated herebyMerger or otherwise in connection with any Transaction.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Actel Corp), Agreement and Plan of Merger (Microsemi Corp)
Vote Required. The affirmative vote of the holders of outstanding Company Common Stock representing at least a majority of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock (the “Required Company StockholdersRequisite Stockholder Approval”) is the only vote of holders of securities of the Company that is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class Agreement or series of capital stock or other Equity Interests of the Company necessary to adopt this Agreement, and to consummate approve the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (IPC Healthcare, Inc.), Agreement and Plan of Merger (Team Health Holdings Inc.)
Vote Required. The affirmative vote or consent of the holders of not less than a majority of the all outstanding shares of Company Common Stock (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to consummate approve the Merger and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Westport Innovations Inc), Agreement and Plan of Merger (Fuel Systems Solutions, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to cast a majority of all the votes entitled to be cast on the matter (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital shares of stock or other Equity Interests of the Company necessary to adopt this Agreementapprove the Merger, and the Partnership Merger or the other transactions contemplated hereby. No vote of the holders of any limited partnership units of the Company Operating Partnership is necessary to consummate approve the Merger, the Partnership Merger or the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ventas Inc), Agreement and Plan of Merger (American Realty Capital Healthcare Trust Inc)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock to adopt this Agreement and approve the Merger (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company capital stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to consummate approve the Merger and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Procter & Gamble Co), Agreement and Plan of Merger (Gillette Co)
Vote Required. The affirmative vote of the holders of Company’s stockholders holding a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of Company’s capital stock or other Equity Interests of the Company necessary to adopt approve this Agreement, Agreement and to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Bonds.com Group, Inc.), Agreement and Plan of Merger and Reorganization (Sontra Medical Corp)
Vote Required. The affirmative vote (or action by written consent) of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote or consent of the holders of any class or series of capital stock or other Equity Interests of the Company Capital Stock necessary to adopt or approve this Agreement, approve the Merger, and to consummate the transactions contemplated herebyContemplated Transactions and the other matters set forth in Section 5.2(a) of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Emmaus Life Sciences, Inc.), Agreement and Plan of Merger and Reorganization (MYnd Analytics, Inc.)
Vote Required. The If approval of the holders of Company Common Stock is required by applicable Law, the affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital shares of stock or other Equity Interests of the Company necessary to adopt this Agreement, approve the Merger and to consummate the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cole Credit Property Trust Inc), Agreement and Plan of Merger (American Realty Capital Properties, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date set for the Company Stockholders Meeting in favor of the adoption of this Agreement and the transactions contemplated hereby (the “Required Company StockholdersRequisite Stockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company Capital Stock necessary to adopt approve this Agreement, Agreement and to consummate the transactions contemplated herebyhereby under applicable Law and the Certificate of Incorporation and Bylaws of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Cash Access Holdings, Inc.), Agreement and Plan of Merger (Cash Systems Inc)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock to adopt this Agreement (the “Required Company StockholdersVote”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of Company capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, Agreement and to consummate the transactions contemplated herebyhereby (including the Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Traffix Inc), Agreement and Plan of Merger (New Motion, Inc.)
Vote Required. The affirmative vote of the holders of Company’s stockholders holding a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote and a majority of the Required outstanding shares of Company Stockholders Preferred Stock is the only vote of the holders of any class or series of Company’s capital stock or other Equity Interests of the Company necessary to adopt approve this Agreement, Agreement and to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (SP Holding CORP), Agreement and Plan of Merger and Reorganization (SP Holding CORP)
Vote Required. The affirmative vote of the holders of a majority of the shares represented in person or by proxy at a meeting at which a quorum consisting of at least a majority of the outstanding shares of Company Common Stock to approve this Agreement (the “Required "Company Stockholders”Shareholder Approval") is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt approve this Agreement, Agreement and to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Chemfirst Inc)
Vote Required. The affirmative vote of the holders of a majority in voting power of the outstanding shares of Company Common Stock (the “Required Company StockholdersShareholders”) ), is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders Shareholders is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt this Agreement, and to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fpic Insurance Group Inc), Agreement and Plan of Merger (American Physicians Capital Inc)
Vote Required. 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 and approval of the Transactions (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company’s capital stock or other Equity Interests of necessary for the Company necessary to adopt this Agreement, Agreement and to consummate approve the transactions contemplated herebyTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clark Holdings Inc.), Agreement and Plan of Merger (Novell Inc)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock in favor of the approval and adoption of this Agreement, the Merger and the other Transactions (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company’s capital stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to consummate approve the transactions contemplated herebyMerger and the other Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us Home Systems Inc), Agreement and Plan of Merger (Micrus Endovascular Corp)
Vote Required. The If required by applicable Law, the affirmative vote of the holders of outstanding Company Common Stock representing at least a majority of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock (the “Required Company StockholdersRequisite Stockholder Approval”) is the only vote of holders of securities of the Company that is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to consummate approve the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Epicor Software Corp), Agreement and Plan of Merger (Gymboree Corp)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date set for the Company Stockholders Meeting in favor of the adoption of this Agreement (the “Required Company StockholdersRequisite Stockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company Company’s Capital Stock necessary to adopt approve this Agreement, Agreement and to consummate the transactions contemplated herebyhereby under applicable law and the Certificate of Incorporation and Bylaws of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bea Systems Inc), Agreement and Plan of Merger (Plumtree Software Inc)
Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital shares of stock or other Equity Interests of the Company necessary to approve the Merger and the other transactions contemplated hereby. The consent of the Company OP General Partner, as the sole general partner of the Company Operating Partnership, is the only vote of the partners of the Company Operating Partnership necessary to adopt this Agreement, Agreement and to consummate approve the Partnership Merger and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CapLease, Inc.), Agreement and Plan of Merger (American Realty Capital Properties, Inc.)
Vote Required. The After giving effect to the Stockholders Agreement Waiver, the affirmative vote or a written consent of the holders of a majority of the outstanding shares of Company Common Stock (entitled to vote on the “Required Company Stockholders”) is necessary to adopt adoption of this Agreement. The affirmative vote of the Required Company Stockholders Agreement is the only vote of the holders of any class or series of capital stock or other Equity Interests securities of the Company necessary which is required to adopt this Agreement, to approve the Merger and to consummate the other transactions contemplated herebyhereby (the “Company Stockholder Approval”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sunedison, Inc.), Agreement and Plan of Merger (Vivint Solar, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt approve this Agreement. The affirmative vote of Agreement (the Required “Company Stockholders Stockholder Approval”) is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt approve this Agreement, and to consummate the transactions contemplated herebyTransactions, including the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medistem Inc.), Agreement and Plan of Merger (Intrexon Corp)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of Agreement (the Required “Company Stockholders Stockholder Approval”) is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt this Agreement, and to consummate the transactions contemplated herebyTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pernix Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Somaxon Pharmaceuticals, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon in favor of the adoption of this Agreement (the “Required Company StockholdersVote”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote or consent of the holders of any class or series of the Company’s capital stock or other Equity Interests of the Company necessary to adopt this Agreement, and to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Express Scripts Holding Co.), Agreement and Plan of Merger
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders Agreement is the only vote of the holders of any class or series of Company capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, Agreement and the transactions contemplated hereby (including the Merger) and to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Optio Software Inc), Agreement and Plan of Merger (Bottomline Technologies Inc /De/)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class Company’s shareholders necessary (under applicable Law or series of capital stock or other Equity Interests of otherwise), to approve this Agreement (the “Company necessary to adopt this Agreement, and to consummate the transactions contemplated herebyShareholder Approval”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rent a Center Inc De), Agreement and Plan of Merger (Rent Way Inc)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock Shares entitled to vote at the Company Shareholder Meeting (the “Required Company StockholdersShareholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests securities of the Company necessary or any Company Subsidiary required to adopt approve this Agreement, the Merger and to consummate the other transactions contemplated herebyby this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Park Hotels & Resorts Inc.), Agreement and Plan of Merger (Chesapeake Lodging Trust)
Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital shares of stock or other Equity Interests of the Company necessary to adopt this Agreement, approve the Sale and to consummate the transactions contemplated herebyother Contemplated Transactions.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Epr Properties), Purchase and Sale Agreement (CNL Lifestyle Properties Inc)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date set for the Company Stockholders Meeting (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company Company’s Common Stock necessary to adopt approve the Mergers, this Agreement, each Company Ancillary Agreement and to consummate the transactions and actions contemplated thereby and hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Authorize.Net Holdings, Inc.), Agreement and Plan of Reorganization (Cybersource Corp)
Vote Required. The affirmative vote of the holders of a ------------- majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company's capital stock necessary (under applicable Law or other Equity Interests of the Company necessary otherwise) to adopt approve this Agreement, Agreement and to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Banctec Inc), Agreement and Plan of Merger (Banctec Inc)
Vote Required. The affirmative vote approval of this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock (the “Required "Company Stockholders”' Approval") is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the capital stock or other Equity Interests of the Company necessary required to adopt approve this Agreement, the Merger and to consummate the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Meridian Resource Corp), Agreement and Plan of Merger (Cairn Energy Usa Inc)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock and Company Convertible Preferred Stock (voting together with the “Required Company Stockholders”Common Stock on an as converted basis) is necessary to adopt this Agreement. The affirmative vote of Agreement (the Required "Company Stockholders Stockholder Approval") is the only vote of the holders of any class or series of the Company capital stock or other Equity Interests of the Company necessary to adopt this Agreement, and to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Pharmacia Corp /De/)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt this Agreement, and to consummate approve the transactions contemplated herebyMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (United Online Inc)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company’s capital stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to otherwise approve and consummate the Merger and the other transactions contemplated herebyby this Agreement as set forth herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Callon Petroleum Co), Agreement and Plan of Merger (APA Corp)
Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote present in person or by proxy at a meeting of the Required Company Stockholders Company's stockholders duly convened is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Transactions. No separate vote of any class or other Equity Interests series of the Company Company's capital stock is necessary to adopt this Agreement, and to consummate approve the transactions contemplated herebyTransactions.
Appears in 2 contracts
Samples: Common Stock and Warrant Purchase Agreement (Ista Pharmaceuticals Inc), Common Stock and Warrant Purchase Agreement (Ista Pharmaceuticals Inc)
Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital shares of stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to consummate approve the Company Merger and the other transactions contemplated herebyhereby (other than the Partnership Approval, which has already been obtained).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Extra Space Storage Inc.), Agreement and Plan of Merger (SmartStop Self Storage, Inc.)
Vote Required. The affirmative vote of the holders of a majority not less than two-thirds (2/3) of the all outstanding shares of Company Common Stock entitled to vote thereon (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to consummate approve the Merger and the other transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ventas Inc), Agreement and Plan of Merger (Nationwide Health Properties Inc)
Vote Required. The affirmative vote votes of the holders of a the majority of the outstanding shares voting power of the Company Common Stock to adopt and approve this Agreement (the “Required "Company Stockholders”Shareholder Approval") is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is are the only vote votes of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to adopt this Agreement, and to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enstar Group Inc), Agreement and Plan of Merger (Castlewood Holdings LTD)
Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital shares of stock or other Equity Interests of the Company necessary to adopt this AgreementAgreement and approve the Merger and the other transactions contemplated hereby. The consent of the Company as the sole general partner of the Company Operating Partnership, is the only vote of the partners of the Company Operating Partnership necessary to adopt this Agreement and to consummate approve the Partnership Merger and the other transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Realty Capital Global Trust II, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders outstanding is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company’s Capital Stock or any other agreement to which the Company or the Primary Stockholder are a party necessary to adopt approve this Agreement, any Other Agreement and to consummate the transactions contemplated herebyhereby and thereby.
Appears in 1 contract
Samples: Confidentiality and Intellectual Property Agreement (Implant Sciences Corp)
Vote Required. The affirmative vote votes of the holders of at least (i) a majority of the outstanding shares of Company Common Stock and (the “Required Company Stockholders”ii) is necessary to adopt this Agreement. The affirmative vote a majority of the Required shares of Class A Preferred Stock, each as outstanding on the record date set for the Company Stockholders is Shareholders Meeting, are the only vote votes of the holders of any class or series of capital stock or other Equity Interests of the Company Company's Capital Stock necessary to adopt approve this Agreement, Agreement and to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Covad Communications Group Inc)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company's capital stock or other Equity Interests of required to approve the Company necessary to Merger and adopt this AgreementAgreement under the DGCL, the Company's Amended and to consummate Restated Certificate of Incorporation and the transactions contemplated herebyCompany's Amended and Restated By-Laws.
Appears in 1 contract
Samples: Agreement (Avis Group Holdings Inc)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company that may be necessary to adopt this Agreement, and Agreement is the affirmative vote in favor of the adoption of this Agreement by holders of at least two-thirds of the outstanding Shares entitled to consummate vote thereon (the transactions contemplated hereby“Company Shareholder Approval”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zoltek Companies Inc)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date set for the Company Stockholders Meeting in favor of the adoption of this Agreement (the “Required Company StockholdersRequisite Stockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company Capital Stock necessary to adopt approve this Agreement, Agreement and to consummate the transactions contemplated herebyhereby under applicable Law and the Certificate of Incorporation and Bylaws of the Company.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority ------------- of the outstanding shares of Company Common Stock (outstanding on the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of record date set for the Required Company Stockholders Meeting is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company Company's Capital Stock necessary to adopt approve this Agreement, Agreement and to consummate the transactions contemplated thereby and hereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Gasonics International Corp)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class Company’s stockholders necessary (under Law or series of capital stock or other Equity Interests of otherwise), to approve this Agreement (the “Company necessary to adopt this Agreement, and to consummate the transactions contemplated herebyStockholder Approval”).
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Company Stockholders’ Meeting in favor of the adoption of this Agreement (the “Required Company Stockholders”Stockholder Approvalˮ) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote or consent of the holders of any class or series of capital stock or other Equity Interests Securities of the Company necessary that is required to adopt authorize this Agreement, and Agreement or to consummate the Merger and the other transactions contemplated herebyby this Agreement.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Capital Stock (outstanding on the “Required Company Stockholders”) is necessary to adopt date of this Agreement. The affirmative vote of the Required Company Stockholders Agreement is the only vote of the holders of any class or series of Company's capital stock or other Equity Interests of the Company necessary to adopt approve this Agreement, Agreement and to consummate the transactions contemplated hereby, and such approval has been received.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (E-Medsoft Com)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required "Company Stockholders Approval") is the only vote of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to adopt this Agreement, approve the Merger and to consummate the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Technical Products Inc)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders outstanding is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company's Capital Stock or any other agreement to which the Company or the Stockholders are a party necessary to adopt approve this Agreement, any Other Agreement and to consummate the transactions contemplated herebyhereby and thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Biodelivery Sciences International Inc)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class Company’s shareholders necessary (under applicable Law or series of capital stock or other Equity Interests of the Company necessary otherwise), to adopt approve this Agreement, and to consummate the transactions contemplated herebyby this Agreement, including the Merger (the “Company Shareholder Approval”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ace Cash Express Inc/Tx)
Vote Required. The affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock on the record date for the Company Stockholders' Meeting (the “Required "Company Stockholders”Stockholder Approval") is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to adopt the Merger or this Agreement, Agreement and no other vote of any holders of shares of the Company's capital stock is necessary to consummate approve any of the transactions contemplated herebyTransactions.
Appears in 1 contract
Samples: Iii Agreement and Plan of Merger (Valueclick Inc/Ca)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Stockholders’ Meeting in favor of the adoption of this Agreement (the “Required Company StockholdersRequisite Stockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote or consent of the holders of any class or series of capital stock or other Equity Interests of in the Company necessary that is required to adopt authorize this Agreement, and Agreement or to consummate the transactions contemplated herebyby this Agreement.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock (entitled to vote upon adoption of this Agreement at the “Required Company Stockholders”) is necessary applicable stockholders' meeting to adopt this Agreement. The affirmative vote of Agreement (the "Required Company Stockholders is Vote") constitutes the only action or vote of the holders of any class or series of the Company capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, Agreement and to consummate the Merger and the other transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hancock John Financial Services Inc)
Vote Required. The affirmative vote of the holders of a majority ------------- of the outstanding shares of the Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of Agreement (the "Required Company Stockholders Vote") is the only vote of the holders of any class or series of the Company capital stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to consummate approve the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ea Engineering Acquisition Corp)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (entitled to vote on the “Required Company Stockholders”) is necessary to adopt adoption of this Agreement. The affirmative vote of the Required Company Stockholders Agreement is the only vote of the holders of any class or series of capital stock or other Equity Interests securities of the Company necessary which is required to adopt this Agreement, to approve the Merger and to consummate the other transactions contemplated herebyhereby (the “Company Stockholder Approval”).
Appears in 1 contract
Vote Required. The If a vote of the stockholders of the Company is ------------- required by the DGCL or the Certificate of Incorporation or Bylaws or the Company in connection with the adoption of this Agreement, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (outstanding on the “Required record date for any meeting of the stockholders of the Company Stockholders”) is necessary held in order to adopt this Agreement. The affirmative vote of Agreement (the Required "Company Stockholders Stockholders' --------------------- Approval") is the only vote of the holders of any class or series of the -------- Company capital stock or other Equity Interests of the Company debt instruments necessary to adopt this Agreement, and to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Siemens Aktiengesellschaft)
Vote Required. The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of the Company Common Stock (entitled to vote thereon at the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders Shareholder Meeting is the only vote required (under applicable Law, the Company Charter, the Company By-laws, or otherwise) of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt approve this Agreement, Agreement and to consummate the transactions contemplated herebyhereby (including the Merger) (the “Company Shareholder Approval”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Meadowbrook Insurance Group Inc)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary entitled to adopt this Agreement. The affirmative vote of the Required Company Stockholders vote, in person or by proxy, is the only vote of the holders of any class Company’s stockholders necessary (under applicable law or series of capital stock or other Equity Interests of the Company necessary otherwise), to adopt approve this Agreement, and to consummate the transactions contemplated herebyby this Agreement, including the Merger (the “Company Stockholder Approval”).
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority two-thirds of the outstanding shares of Company Common Stock (the “Required Company StockholdersStockholders Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company’s capital stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to consummate approve the Merger and the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Buffets Holdings, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company's capital stock or other Equity Interests necessary to approve the Merger. The Board of Directors of the Company necessary to adopt has unanimously approved this Agreement, and to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dycom Industries Inc)
Vote Required. The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of the Company Common Stock (entitled to vote thereon at the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders Stockholder Meeting is the only vote required (under applicable Law, the Company Charter, the Company By-laws, or otherwise) of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to consummate approve the transactions contemplated herebyhereby (including the Merger) (the “Company Stockholder Approval”).
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders Agreement is the only vote of the holders of any class or series of Company capital stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to consummate approve the transactions contemplated hereby.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority -------------- of the outstanding shares of Company Common Stock (outstanding on the “Required record date set for the Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders Shareholders Meeting is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company Capital Stock necessary to adopt approve this Agreement, Agreement and to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cardiotech International Inc)
Vote Required. The affirmative vote (or action by written consent) of the holders of a majority of the outstanding shares stock of the Company Common Stock entitled to vote thereon (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders ), is the only vote or consent of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt or approve this Agreement, and to consummate approve the transactions contemplated herebyMerger, the Contemplated Transactions and the other matters set forth in Section 5.11(b)(i) of this Agreement.
Appears in 1 contract
Samples: Business Combination Agreement (KBL Merger Corp. Iv)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary entitled to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class Company’s stockholders (the “Company Stockholder Approval”) necessary (under applicable Law or series of capital stock or other Equity Interests of otherwise) to approve this Agreement and the Company necessary to adopt transactions contemplated by this Agreement, and to consummate including the transactions contemplated herebyAcquisition.
Appears in 1 contract
Samples: Acquisition Agreement (First Community Bank Corp of America)
Vote Required. The affirmative vote of the holders of outstanding Company Common Stock representing at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Required Company StockholdersRequisite Stockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests securities of the Company that is necessary to approve and adopt this Agreement, Agreement and to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Smart & Final Inc/De)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company capital stock or other Equity Interests necessary to approve this Agreement and the transactions contemplated hereby and is only necessary in the event that the number of shares of the Company necessary Common Stock tendered pursuant to adopt this Agreement, the Offer represents less than 90% of the issued and to consummate outstanding shares of the transactions contemplated herebyCompany Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (U S Laboratories Inc)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders' Meeting in favor of (i) the adoption and approval of this Agreement, and (ii) the approval of the Merger and the other transactions contemplated by this Agreement (the “"Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders Stockholder Vote"), is the only vote of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to adopt and approve this Agreement, the Merger and to consummate the other transactions contemplated herebyby this Agreement.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of Agreement and approve the Required Merger (the "Company Stockholders Stockholder Approval") is the only vote of the holders of any class or series of the Company capital stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to consummate approve the Merger and the other transactions contemplated hereby.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests Securities of the Company necessary to adopt this Agreement, Agreement and to consummate the transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (MobileBits Holdings Corp)
Vote Required. The affirmative vote (in person or by proxy) in favor of the adoption of this Agreement of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary entitled to adopt this Agreement. The affirmative vote of the Required Company Stockholders thereon is the only vote of the holders of any class or series of the Company’s capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, Agreement and to consummate the transactions contemplated herebyMerger.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company Stock necessary to approve and adopt this Agreement, Agreement and to consummate approve the transactions contemplated hereby, including the Merger (collectively, the “Requisite Stockholder Approval”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Inovalon Holdings, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding and entitled to vote on the adoption of this Agreement shall be required for the stockholders of the Company to adopt this Agreement (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement). The affirmative vote of the Required Company Stockholders is the only No other vote of the holders of any class or series of capital stock or other Equity Interests of the Company or any Company Subsidiary is necessary to adopt this Agreement, and to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prospect Medical Holdings Inc)
Vote Required. The affirmative vote of the holders of outstanding Company Common Stock representing at least a majority of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock (the “Required Company Stockholders”"Requisite Stockholder Approval") is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote or consent of the holders of any class or series of capital stock or other Equity Interests securities of the Company that is necessary to approve and adopt this Agreement, Agreement and to consummate the transactions contemplated herebyhereby (including the Merger).
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt approve the Merger, which stockholder vote shall be received by the Company and delivered to the Parent immediately following the execution and delivery by the Company of a counterpart signature page to this Agreement, and to consummate the transactions contemplated hereby.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon in favor of the adoption of this Agreement (the “"Required Company Stockholders”Vote") is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote or consent of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to adopt this Agreement, and to consummate the transactions contemplated hereby.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (entitled to vote on the “Required Company Stockholders”) is necessary to adopt adoption of this Agreement. The affirmative vote of the Required Company Stockholders Agreement is the only vote of the holders of any class or series of capital stock or other Equity Interests securities of the Company necessary which is required to adopt this Agreement, to approve the Merger and to consummate the other transactions contemplated hereby.hereby (the "Company Stockholder Approval"). (s)
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary entitled to adopt vote on this Agreement. The affirmative vote of the Required Company Stockholders Agreement is the only vote of the holders of any class or series of capital stock or other Equity Interests securities of the Company necessary to adopt approve this Agreement, Agreement and to consummate the transactions contemplated herebyconsummation of the Merger (the “Company Shareholder Approval”).
Appears in 1 contract
Vote Required. The affirmative vote of the holders of at ------------- least a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Merger or adopt this Agreement (the "Company Stockholder Approval") and no other Equity Interests vote of any class or series of the Company Company's capital stock is necessary to adopt or approve this Agreement, and to consummate Agreement or approve any of the transactions contemplated herebyTransactions.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority two-thirds of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required "Company Stockholders Approval") is the only vote of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to consummate approve the Merger and the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ryans Restaurant Group Inc)
Vote Required. The affirmative vote of the holders of at least a majority of the votes cast by the holders of outstanding shares of Company Common Capital Stock entitled to vote thereon (the “Required "Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders Shareholder Approval"), is the only vote of the holders of any class or series of capital stock or other Equity Interests securities of the Company that is necessary to approve and adopt this Agreement, Agreement and to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required "Company Stockholders”Stockholder Approval") is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company capital stock or other Equity Interests necessary to approve this Agreement and the transactions contemplated hereby and is only necessary in the event that the number of shares of the Company necessary Common Stock tendered pursuant to adopt this Agreement, the Offer represents less than 90% of the issued and to consummate outstanding shares of the transactions contemplated herebyCompany Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (U S Laboratories Inc)
Vote Required. The affirmative vote of the holders of shares representing a majority of the outstanding shares of the Company Common Stock (entitled to vote thereon at the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders Stockholder Meeting is the only vote required (under applicable Law, the Company Charter, the Company Bylaws, or otherwise) of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to consummate approve the transactions contemplated herebyhereby (including the Merger) (the “Company Stockholder Approval”).
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the total number of outstanding shares of the Company Class A Common Stock to adopt and approve this Agreement (the “Required Company StockholdersVote”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company Stock necessary to adopt this Agreement, Agreement and to consummate approve the transactions contemplated hereby. The Required Company Vote was obtained by written consent, dated as of a date not later than the date hereof.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary entitled to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class Company’s stockholders (the “Company Stockholder Approval”) necessary (under applicable Law or series of capital stock or other Equity Interests of otherwise) to approve this Agreement and the Company necessary to adopt transactions contemplated by this Agreement, and to consummate including the transactions contemplated herebyMerger.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a ------------- majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt approve this Agreement, the Merger and to consummate the transactions contemplated hereby.hereby (the "Company Shareholder Approval"). ------------------------------ Section 3.22
Appears in 1 contract
Vote Required. The affirmative vote of the holders of ------------- Company Common Stock and Company Preferred Stock representing a majority of the outstanding shares of Company Common Stock outstanding (the “Required assuming conversion of all outstanding shares of Company Stockholders”Preferred Stock) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of Company capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, and to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Littlejohn Fund Ii L P)
Vote Required. The only vote of holders of securities of the Company that is necessary to adopt this Agreement and approve the transactions contemplated hereby is the affirmative vote of the holders of outstanding Company Common Stock representing at least a majority of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt this Agreement, and to consummate the transactions contemplated hereby"Stockholder Approval").
Appears in 1 contract
Samples: Agreement and Plan of Merger (EnergySolutions, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company’s capital stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to consummate approve the transactions contemplated hereby, including the Merger, in accordance with applicable Law and the Company Organizational Documents.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of at ------------- least a majority of the outstanding shares of Company Common Stock on the record date for the Company Stockholders' Meeting (the “Required "Company Stockholders”Stockholder Approval") is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to adopt the Merger or this Agreement, Agreement and no other vote of any holders of shares of the Company's capital stock is necessary to consummate approve any of the transactions contemplated herebyTransactions.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to adopt this Agreement, Agreement and to consummate approve the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Virologic Inc)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company StockholdersStockholder Approval”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote vote, if any, of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt approve this Agreement, Agreement and to consummate the any transactions contemplated hereby, including the Merger.
Appears in 1 contract
Vote Required. The affirmative vote of the holders ------------- of record of at least a majority of the outstanding shares of Company Purchaser Common Stock (with respect to the “Required Company Stockholders”) is necessary to adopt adoption of this Agreement. The affirmative vote Agreement and ratification of the Required Company Stockholders Preferred Stock terms is the only vote of the holders of any class or series of the capital stock or other Equity Interests of the Company necessary Purchaser required to adopt this Agreement, Agreement and to consummate approve the Merger and the other transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Danielson Holding Corp)
Vote Required. The affirmative vote of the holders of a majority two-thirds of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class Company’s shareholders necessary (under applicable law or series of capital stock or other Equity Interests of the Company necessary otherwise), to adopt approve this Agreement, and to consummate the transactions contemplated herebyby this Agreement, including the Merger (the “Company Shareholder Approval”).
Appears in 1 contract
