Board Approval; Required Stockholder Action Sample Clauses

Board Approval; Required Stockholder Action. (i) On or prior to the date hereof, the Board of Directors of the Company (i) approved this Agreement and the Merger, (ii) determined that this Agreement and the Merger are fair to and in the best interests of the Company and the holders of Company Stock (other than Parent) and declared the advisability of this Agreement, (iii) determined to recommend that the holders of Company Stock vote, or act by written consent, in favor of adoption of this Agreement and approval of the Merger, and directed that this Agreement be submitted to the holders of Company Stock for adoption, and (iv) fixed the date of this Agreement as the record date for the determination of holders of Company Stock entitled to vote or execute a written consent or written consents to effect the Required Stockholder Approvals. (ii) The affirmative vote or action by written consent of the holders of outstanding shares of Company Stock, voting together as a single class, representing a majority of the voting power of all outstanding shares of Company Stock (with each share of Company Preferred Stock having such number of votes equal to the whole number of shares of Company Common Stock into which such share of Company Preferred Stock is convertible), is the only action by the holders of any class or series of Company Stock required under the DGCL and the Company Organizational Documents to adopt this Agreement and approve the Merger and the consummation of the transactions contemplated hereby (the “Statutory Merger Stockholder Approval”). The consent, given by vote at a meeting duly called and held for such purpose for which notice shall have been given to all holders of Series B Preferred Stock and Series C Preferred Stock in the manner provided in the Bylaws or by written consent in lieu thereof, of the holders of outstanding shares of Series B Preferred Stock and Series C Preferred Stock which, if converted would entitle such holders to hold 65% of the Company Common Stock issuable upon conversion of Series B Preferred Stock and Series C Preferred Stock, is the only action by the holders of any class or series of Company Stock, and no other action by the Company or any other Person is, required to obtain the consent to the Merger and the actions contemplated hereby for purposes of Section 2.9.1 of the Stock Rights Agreement dated February 4, 2002 (the “Stock Rights Agreement Consent” and, together with the Statutory Merger Stockholder Approval, the “Required Stockholder Approvals”).