Common use of Board Recommendation; Required Vote Clause in Contracts

Board Recommendation; Required Vote. A majority of the Disinterested Directors have, and the full Board of Directors of TeleCorp has, at a meeting duly called and held (i) approved and declared advisable this Agreement and approved each Related Agreement, (ii) determined that the transactions contemplated hereby and thereby are advisable, fair to and in the best interests of the holders of TeleCorp Capital Stock, (iii) resolved to recommend adoption of this Agreement, the Merger, and the other transactions contemplated hereby and thereby to the stockholders of TeleCorp and (iv) directed that this Agreement be submitted to the stockholders of TeleCorp for their approval and authorization (the recommendations referred to in this sentence, the "Directors' Recommendation"). The affirmative vote of a majority of the voting power of all outstanding shares of TeleCorp Class A Voting Common Stock, TeleCorp Class C Common Stock, TeleCorp Class D Common Stock, TeleCorp Class E Common Stock, TeleCorp Class F Common Stock, and TeleCorp Voting Preference Common Stock, TeleCorp Series A Convertible Preferred Stock, TeleCorp Series B Preferred Stock, TeleCorp Series C Preferred Stock, TeleCorp Series D Preferred Stock, TeleCorp Series E Preferred Stock, and TeleCorp Series F Preferred Stock, voting together as one class in accordance with TeleCorp's Certificate of Incorporation, are the only votes of the holders of any class or series of capital stock of TeleCorp necessary to approve and authorize this Agreement, the Merger and the Related Agreements and the other transactions contemplated hereby and thereby in their capacity as stockholders of TeleCorp (such vote, the "Required Stockholder Approval"). As of the date hereof, the Persons who are signatories to the Voting Agreements in the aggregate possess sufficient voting power to cause the Required Stockholder Approval to be given without the vote of any other stockholder of TeleCorp. The Stockholders Agreement Amendment was and is effective to amend the Stockholders Agreement in the manner and to the extent provided for in the Stockholders Agreement Amendment.

Board Recommendation; Required Vote. A majority of the Disinterested Directors have, and the full Board of Directors of TeleCorp hasThe Mondavi Board, at a meeting duly called and held and held, has, by the vote of all directors present other than Xxxxxxx X. Mondavi and Xxxxxx Mondavi Xxxxxx, each of whom abstained, (ia) approved and declared advisable determined that this Agreement and approved each Related Agreement, (ii) determined that the transactions contemplated hereby hereby, including the Merger, are just and thereby are advisable, reasonable to the Mondavi Shareholders and that the consideration to be received by the Mondavi Shareholders pursuant to the Merger is fair to the Mondavi Shareholders from a financial point of view; (b) declared advisable and in all respects approved and adopted this Agreement and the best interests of transactions contemplated by this Agreement, including the holders of TeleCorp Capital Stock, Merger; and (iiic) resolved to recommend adoption that the Mondavi Shareholders approve and adopt this Agreement and the Merger (the “Mondavi Board Recommendation”), provided that any withdrawal, modification or qualification of such recommendation in accordance with Section 1.6(c) shall not be deemed a breach of this representation. The Mondavi Board has also withdrawn its recommendation that shareholders of Mondavi approve the Agreement and Plan of Merger, dated August 20, 2004, by and among Mondavi and The Xxxxxx Mondavi Corporation, a Delaware corporation; has caused Mondavi to consent to termination by Mondavi of that certain Voting Agreement, dated August 20, 2004, by and among Mondavi and Xxxxxx X. Mondavi, R. Michael Mondavi, Xxxxxxx X. Mondavi and Xxxxxx Mondavi Xxxxxx (the“Voting Agreement”); has authorized the shareholders party to the Voting Agreement to enter into the Support Agreement; and has caused Mondavi to consent to the transfer, pursuant to the terms of this Agreement, of shares held by the Merger, holders of shares of Mondavi Class B Common Stock who are subject to the Voting Agreement. Approval of this Agreement and the other transactions contemplated hereby and thereby to Merger by (x) the stockholders of TeleCorp and (iv) directed that this Agreement be submitted to the stockholders of TeleCorp for their approval and authorization (the recommendations referred to in this sentence, the "Directors' Recommendation"). The affirmative vote of holders of a majority of the voting power of all outstanding shares of TeleCorp Mondavi Class A Voting Common Stock (without counting the shares of Mondavi Class A Common Stock held of record by holders of the Mondavi Class B Common Stock), TeleCorp Class C Common Stock, TeleCorp Class D Common Stock, TeleCorp Class E Common Stock, TeleCorp Class F Common Stockvoting together as a single class, and TeleCorp Voting Preference (y) the affirmative vote of holders of a majority of the outstanding shares of Mondavi Class B Common Stock, TeleCorp Series A Convertible Preferred Stock, TeleCorp Series B Preferred Stock, TeleCorp Series C Preferred Stock, TeleCorp Series D Preferred Stock, TeleCorp Series E Preferred Stock, and TeleCorp Series F Preferred Stock, voting together as one a single class in accordance with TeleCorp's Certificate of Incorporation, are the only votes of the holders of any class or series of capital stock of TeleCorp Mondavi necessary to adopt this Agreement and approve and authorize the transactions contemplated by this Agreement, including the Merger and the Related Agreements and the other transactions contemplated hereby and thereby in their capacity as stockholders of TeleCorp (such vote, the "Required Stockholder Approval"). As of the date hereof, the Persons who are signatories to the Voting Agreements in the aggregate possess sufficient voting power to cause the Required Stockholder Approval to be given without the vote of any other stockholder of TeleCorp. The Stockholders Agreement Amendment was and is effective to amend the Stockholders Agreement in the manner and to the extent provided for in the Stockholders Agreement AmendmentMerger.

Board Recommendation; Required Vote. A majority of the Disinterested Directors have, and the full (a) The Board of Directors of TeleCorp hasARRIS, at a meeting duly called and held and held, by vote of the members present at such meeting has (ia) approved and declared advisable determined that this Agreement and approved each Related Agreement, (ii) determined that the transactions contemplated hereby and thereby are advisable, fair to and in the best interests of the holders stockholders of TeleCorp Capital Stock, ARRIS; (iiib) declared advisable and in all respects approved the issuance of ARRIS Common Stock pursuant to this Agreement; (c) resolved to recommend adoption that the stockholders of ARRIS approve the issuance of ARRIS Common Stock pursuant to this Agreement; (d) approved the Merger as the sole stockholder of the Merger Subsidiary; and (e) directed that the proposed issuance of ARRIS Common Stock pursuant to this Agreement be submitted to stockholders of ARRIS for consideration in accordance with this Agreement, which resolutions as of the date of this Agreement, have not been subsequently rescinded, modified or withdrawn in any way (collectively, the “ARRIS Board Recommendation”). The vote of the stockholders of ARRIS to approve the issuance of ARRIS Common Stock pursuant to this Agreement is the only vote of the holders of capital stock of ARRIS necessary to approve the transactions contemplated by this Agreement. (b) The Board of Directors of the Merger Subsidiary, at a meeting duly called and held, by unanimous vote of the members present at such meeting has (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the other transactions contemplated hereby and thereby to best interests of the stockholders of TeleCorp the Merger Subsidiary; (b) declared advisable and in all respects approved this Agreement, and the transactions contemplated by this Agreement, including the Merger; (ivc) directed that this Agreement be submitted to a vote of ARRIS, as sole stockholder of the stockholders Merger Subsidiary; and (d) resolved to recommend that ARRIS, as sole stockholder of TeleCorp for their approval the Merger Subsidiary, approve and authorization adopt this Agreement and the Merger, which resolutions as of the date of this Agreement, have not been subsequently rescinded, modified or withdrawn in any way (the recommendations referred to in this sentencecollectively, the "Directors' “Merger Subsidiary Board Recommendation"”). The affirmative vote of a majority ARRIS, as the sole stockholder of the voting power of all outstanding shares of TeleCorp Class A Voting Common StockMerger Subsidiary, TeleCorp Class C Common Stock, TeleCorp Class D Common Stock, TeleCorp Class E Common Stock, TeleCorp Class F Common Stock, to approve this Agreement and TeleCorp Voting Preference Common Stock, TeleCorp Series A Convertible Preferred Stock, TeleCorp Series B Preferred Stock, TeleCorp Series C Preferred Stock, TeleCorp Series D Preferred Stock, TeleCorp Series E Preferred Stock, and TeleCorp Series F Preferred Stock, voting together as one class in accordance with TeleCorp's Certificate of Incorporation, are the Merger is the only votes vote of the holders of any class or series of capital stock of TeleCorp the Merger Subsidiary necessary to approve and authorize the transactions contemplated by this Agreement, the Merger and ARRIS in that capacity has approved this Agreement and the Related Agreements and the other transactions contemplated hereby and thereby in their capacity as stockholders of TeleCorp (such vote, the "Required Stockholder Approval"). As of the date hereof, the Persons who are signatories to the Voting Agreements in the aggregate possess sufficient voting power to cause the Required Stockholder Approval to be given without the vote of any other stockholder of TeleCorp. The Stockholders Agreement Amendment was and is effective to amend the Stockholders Agreement in the manner and to the extent provided for in the Stockholders Agreement AmendmentMerger.

Board Recommendation; Required Vote. A majority of the Disinterested Directors have, and the full (a) The Board of Directors of TeleCorp hasParent, at a meeting duly called and held and held, by unanimous vote of all of the members of the Board of Directors of Parent has (i) in all respects approved the issuance of shares of Parent Common Stock in connection with the First Step Merger pursuant to this Agreement (the “Share Issuance”); (ii) resolved to recommend that the stockholders of Parent approve the Share Issuance; and declared advisable (iii) directed that the proposed Share Issuance be submitted to stockholders of Parent for consideration in accordance with this Agreement, which resolutions as of the date of this Agreement, have not been subsequently rescinded, modified or withdrawn in any way (collectively, the “Parent Board Recommendation”). The affirmative vote in favor of approval of the Share Issuance of a majority of the votes cast at the Parent Stockholders’ Meeting by the holders of shares of Parent Common Stock entitled to vote in accordance with the DGCL and Parent’s Certificate of Incorporation and Bylaws (the “Parent Stockholders’ Approval”) is the only vote of the holders of capital stock of Parent necessary to approve the transactions contemplated by this Agreement. (b) The Board of Directors of Merger Sub, by unanimous written consent, has (i) determined that this Agreement and approved each Related Agreement, (ii) determined that the transactions contemplated hereby and thereby hereby, including the First Step Merger, are advisable, fair to and in the best interests of the holders stockholders of TeleCorp Capital Stock, Merger Sub; (iiiii) resolved to recommend adoption of declared advisable and in all respects approved this Agreement, the Merger, and the other transactions contemplated hereby and thereby to by this Agreement, including the stockholders of TeleCorp and First Step Merger; (iviii) directed that this Agreement be submitted to Parent, as the stockholders sole stockholder of TeleCorp Merger Sub, for their approval adoption; and authorization (iv) resolved to recommend that Parent, as the recommendations referred to sole stockholder of Merger Sub, adopt this Agreement, which resolutions as of the date of this Agreement, have not been subsequently rescinded, modified or withdrawn in this sentence, the "Directors' Recommendation")any way. The affirmative vote adoption of a majority this Agreement by Parent, as the sole stockholder of Merger Sub, which will occur immediately following the voting power execution and delivery of all outstanding shares of TeleCorp Class A Voting Common Stock, TeleCorp Class C Common Stock, TeleCorp Class D Common Stock, TeleCorp Class E Common Stock, TeleCorp Class F Common Stock, and TeleCorp Voting Preference Common Stock, TeleCorp Series A Convertible Preferred Stock, TeleCorp Series B Preferred Stock, TeleCorp Series C Preferred Stock, TeleCorp Series D Preferred Stock, TeleCorp Series E Preferred Stock, and TeleCorp Series F Preferred Stock, voting together as one class this Agreement in accordance with TeleCorp's Certificate of IncorporationSection 7.2(b), are is the only votes vote of the holders of capital stock of Merger Sub necessary to approve the transactions contemplated by this Agreement. (c) The Board of Managers of Successor Sub, by unanimous written consent, has (i) determined that this Agreement and the transactions contemplated hereby, including the Second Step Merger, are advisable, fair to and in the best interests of the sole member of Successor Sub; (ii) declared advisable and in all respects approved this Agreement, and the transactions contemplated by this Agreement, including the Second Step Merger; (iii) directed that this Agreement be submitted to Parent, as the sole member of Successor Sub, for adoption; and (iv) resolved to recommend that Parent, as the sole member of Successor Sub, approve and adopt this Agreement, which resolutions as of the date of this Agreement, have not been subsequently rescinded, modified or withdrawn in any class or series way. The adoption of this Agreement by Parent, as the sole member of Successor Sub, which will occur immediately following the execution and delivery of this Agreement in accordance with Section 7.2(b), is the only vote of the holders of capital stock of TeleCorp Successor Sub necessary to approve and authorize the transactions contemplated by this Agreement, the Merger and the Related Agreements and the other transactions contemplated hereby and thereby in their capacity as stockholders of TeleCorp (such vote, the "Required Stockholder Approval"). As of the date hereof, the Persons who are signatories to the Voting Agreements in the aggregate possess sufficient voting power to cause the Required Stockholder Approval to be given without the vote of any other stockholder of TeleCorp. The Stockholders Agreement Amendment was and is effective to amend the Stockholders Agreement in the manner and to the extent provided for in the Stockholders Agreement Amendment.

Board Recommendation; Required Vote. A majority of the Disinterested Directors have, and the full Board of Directors of TeleCorp hasThe Mondavi Board, at a meeting duly called and held and held, has, by the vote of all directors present other than Xxxxxxx X. Mondavi and Xxxxxx Mondavi Xxxxxx, each of whom abstained, (ia) approved and declared advisable determined that this Agreement and approved each Related Agreement, (ii) determined that the transactions contemplated hereby hereby, including the Merger, are just and thereby are advisable, reasonable to the Mondavi Shareholders and that the consideration to be received by the Mondavi Shareholders pursuant to the Merger is fair to the Mondavi Shareholders from a financial point of view; (b) declared advisable and in all respects approved and adopted this Agreement and the best interests of transactions contemplated by this Agreement, including the holders of TeleCorp Capital Stock, Merger; and (iiic) resolved to recommend adoption that the Mondavi Shareholders approve and adopt this Agreement and the Merger (the "MONDAVI BOARD RECOMMENDATION"), PROVIDED that any withdrawal, modification or qualification of such recommendation in accordance with Section 1.6(c) shall not be deemed a breach of this representation. The Mondavi Board has also withdrawn its recommendation that shareholders of Mondavi approve the Agreement and Plan of Merger, dated August 20, 2004, by and among Mondavi and The Xxxxxx Mondavi Corporation, a Delaware corporation; has caused Mondavi to consent to termination by Mondavi of that certain Voting Agreement, dated August 20, 2004, by and among Mondavi and Xxxxxx X. Mondavi, R. Michael Mondavi, Xxxxxxx X. Mondavi and Xxxxxx Mondavi Xxxxxx (the "VOTING AGREEMENT"); has authorized the shareholders party to the Voting Agreement to enter into the Support Agreement; and has caused Mondavi to consent to the transfer, pursuant to the terms of this Agreement, of shares held by the Merger, holders of shares of Mondavi Class B Common Stock who are subject to the Voting Agreement. Approval of this Agreement and the other transactions contemplated hereby and thereby to Merger by (x) the stockholders of TeleCorp and (iv) directed that this Agreement be submitted to the stockholders of TeleCorp for their approval and authorization (the recommendations referred to in this sentence, the "Directors' Recommendation"). The affirmative vote of holders of a majority of the voting power of all outstanding shares of TeleCorp Mondavi Class A Voting Common Stock (without counting the shares of Mondavi Class A Common Stock held of record by holders of the Mondavi Class B Common Stock), TeleCorp Class C Common Stock, TeleCorp Class D Common Stock, TeleCorp Class E Common Stock, TeleCorp Class F Common Stockvoting together as a single class, and TeleCorp Voting Preference (y) the affirmative vote of holders of a majority of the outstanding shares of Mondavi Class B Common Stock, TeleCorp Series A Convertible Preferred Stock, TeleCorp Series B Preferred Stock, TeleCorp Series C Preferred Stock, TeleCorp Series D Preferred Stock, TeleCorp Series E Preferred Stock, and TeleCorp Series F Preferred Stock, voting together as one a single class in accordance with TeleCorp's Certificate of Incorporation, are the only votes of the holders of any class or series of capital stock of TeleCorp Mondavi necessary to adopt this Agreement and approve and authorize the transactions contemplated by this Agreement, including the Merger and the Related Agreements and the other transactions contemplated hereby and thereby in their capacity as stockholders of TeleCorp (such vote, the "Required Stockholder Approval"). As of the date hereof, the Persons who are signatories to the Voting Agreements in the aggregate possess sufficient voting power to cause the Required Stockholder Approval to be given without the vote of any other stockholder of TeleCorp. The Stockholders Agreement Amendment was and is effective to amend the Stockholders Agreement in the manner and to the extent provided for in the Stockholders Agreement AmendmentMerger.

Board Recommendation; Required Vote. A majority of the Disinterested Directors have, and the full Board of Directors of TeleCorp hasThe Mondavi Board, at a meeting duly called and held and held, has, by the vote of all directors present other than Timothy J. Mondavi and Marcia Mondavi Borger, each of whom abstained, (ix) xxxxrmined that txxx Xxreement axx xxx transactions contemplated hereby, including the Merger, are just and reasonable to the Mondavi Shareholders and that the consideration to be received by the Mondavi Shareholders pursuant to the Merger is fair to the Mondavi Shareholders from a financial point of view; (b) declared advisable and in all respects approved and declared advisable adopted this Agreement and approved each Related Agreement, (ii) determined that the transactions contemplated hereby by this Agreement, including the Merger; and thereby are advisable, fair to and in the best interests of the holders of TeleCorp Capital Stock, (iiic) resolved to recommend adoption that the Mondavi Shareholders approve and adopt this Agreement and the Merger (the "MONDAVI BOARD RECOMMENDATION"), PROVIDED that any withdrawal, modification or qualification of such recommendation in accordance with Section 1.6(c) shall not be deemed a breach of this representation. The Mondavi Board has also withdrawn its recommendation that shareholders of Mondavi approve the Agreement and Plan of Merger, dated August 20, 2004, by and among Mondavi and The Robert Mondavi Corporation, a Delaware corporation; has caused Mondaxx xx consent to termination by Mondavi of that certain Voting Agreement, dated August 20, 2004, by and among Mondavi and Robert G. Mondavi, R. Michael Mondavi, Timothy J. Mondavi and Marcia Xxxxxxx Borger (the "VOTING AGREEMENT"); xxx xxxhorized the sxxxxxxlders parxx xx the Voting Agreement to enter into the Support Agreement; and has caused Mondavi to consent to the transfer, pursuant to the terms of this Agreement, of shares held by the Merger, holders of shares of Mondavi Class B Common Stock who are subject to the Voting Agreement. Approval of this Agreement and the other transactions contemplated hereby and thereby to Merger by (x) the stockholders of TeleCorp and (iv) directed that this Agreement be submitted to the stockholders of TeleCorp for their approval and authorization (the recommendations referred to in this sentence, the "Directors' Recommendation"). The affirmative vote of holders of a majority of the voting power of all outstanding shares of TeleCorp Mondavi Class A Voting Common Stock (without counting the shares of Mondavi Class A Common Stock held of record by holders of the Mondavi Class B Common Stock), TeleCorp Class C Common Stock, TeleCorp Class D Common Stock, TeleCorp Class E Common Stock, TeleCorp Class F Common Stockvoting together as a single class, and TeleCorp Voting Preference (y) the affirmative vote of holders of a majority of the outstanding shares of Mondavi Class B Common Stock, TeleCorp Series A Convertible Preferred Stock, TeleCorp Series B Preferred Stock, TeleCorp Series C Preferred Stock, TeleCorp Series D Preferred Stock, TeleCorp Series E Preferred Stock, and TeleCorp Series F Preferred Stock, voting together as one a single class in accordance with TeleCorp's Certificate of Incorporation, are the only votes of the holders of any class or series of capital stock of TeleCorp Mondavi necessary to adopt this Agreement and approve and authorize the transactions contemplated by this Agreement, including the Merger and the Related Agreements and the other transactions contemplated hereby and thereby in their capacity as stockholders of TeleCorp (such vote, the "Required Stockholder Approval"). As of the date hereof, the Persons who are signatories to the Voting Agreements in the aggregate possess sufficient voting power to cause the Required Stockholder Approval to be given without the vote of any other stockholder of TeleCorp. The Stockholders Agreement Amendment was and is effective to amend the Stockholders Agreement in the manner and to the extent provided for in the Stockholders Agreement AmendmentMerger.

Board Recommendation; Required Vote. A majority of the Disinterested Directors have, and the full Board of Directors of TeleCorp has, at a meeting duly called and and held (i) approved and declared advisable this Agreement and approved each Related Agreement, (ii) determined that the transactions contemplated hereby and thereby are advisable, fair to and in the best interests of the holders of TeleCorp Capital Stock, (iii) resolved to recommend adoption of this Agreement, the Merger, and the other transactions contemplated hereby and thereby to the stockholders of TeleCorp and (iv) directed that this Agreement be submitted to the stockholders of TeleCorp for their approval and authorization (the recommendations referred to in this sentence, the "Directors' Recommendation"). The affirmative vote of a majority of the voting power of all outstanding shares of TeleCorp Class A Voting Common Stock, TeleCorp Class C Common Stock, TeleCorp Class D Common Stock, TeleCorp Class E Common Stock, TeleCorp Class F Common Stock, and TeleCorp Voting Preference Common Stock, TeleCorp Series A Convertible Preferred Stock, TeleCorp Series B Preferred Stock, TeleCorp Series C Preferred Stock, TeleCorp Series D Preferred Stock, TeleCorp Series E Preferred Stock, and TeleCorp Series F Preferred Stock, voting together as one class in accordance with TeleCorp's Certificate of Incorporation, are the only votes of the holders of any class or series of capital stock of TeleCorp necessary to approve and authorize this Agreement, the Merger and the Related Agreements and the other transactions contemplated hereby and thereby in their capacity as stockholders of TeleCorp (such vote, the "Required Stockholder Approval"). As of the date hereof, the Persons who are signatories to the Voting Agreements in the aggregate possess sufficient voting power to cause the Required Stockholder Approval to be given without the vote of any other stockholder of TeleCorp. The Stockholders Agreement Amendment was and is effective to amend the Stockholders Agreement in the manner and to the extent provided for in the Stockholders Agreement Amendment.

Board Recommendation; Required Vote. A majority of the Disinterested Directors have, and the full Board of Directors of TeleCorp hasThe Mondavi Board, at a meeting duly called and held and held, has, by the vote of all directors present other than Xxxxxxx X. Mondavi and Xxxxxx Mondavi Xxxxxx, each of whom abstained, (ia) approved and declared advisable determined that this Agreement and approved each Related Agreement, (ii) determined that the transactions contemplated hereby hereby, including the Merger, are just and thereby are advisable, reasonable to the Mondavi Shareholders and that the consideration to be received by the Mondavi Shareholders pursuant to the Merger is fair to the Mondavi Shareholders from a financial point of view; (b) declared advisable and in all respects approved and adopted this Agreement and the best interests of transactions contemplated by this Agreement, including the holders of TeleCorp Capital Stock, Merger; and (iiic) resolved to recommend adoption that the Mondavi Shareholders approve and adopt this Agreement and the Merger (the “Mondavi Board Recommendation”), provided that any withdrawal, modification or qualification of such recommendation in accordance with Section 1.6(c) shall not be deemed a breach of this representation. The Mondavi Board has also withdrawn its recommendation that shareholders of Mondavi approve the Agreement and Plan of Merger, dated August 20, 2004, by and among Mondavi and The Xxxxxx Mondavi Corporation, a Delaware corporation; has caused Mondavi to consent to termination by Mondavi of that certain Voting Agreement, dated August 20, 2004, by and among Mondavi and Xxxxxx X. Mondavi, R. Michael Mondavi, Xxxxxxx X. Mondavi and Xxxxxx Mondavi Xxxxxx (the “Voting Agreement”); has authorized the shareholders party to the Voting Agreement to enter into the Support Agreement; and has caused Mondavi to consent to the transfer, pursuant to the terms of this Agreement, of shares held by the Merger, holders of shares of Mondavi Class B Common Stock who are subject to the Voting Agreement. Approval of this Agreement and the other transactions contemplated hereby and thereby to Merger by (x) the stockholders of TeleCorp and (iv) directed that this Agreement be submitted to the stockholders of TeleCorp for their approval and authorization (the recommendations referred to in this sentence, the "Directors' Recommendation"). The affirmative vote of holders of a majority of the voting power of all outstanding shares of TeleCorp Mondavi Class A Voting Common Stock (without counting the shares of Mondavi Class A Common Stock held of record by holders of the Mondavi Class B Common Stock), TeleCorp Class C Common Stock, TeleCorp Class D Common Stock, TeleCorp Class E Common Stock, TeleCorp Class F Common Stockvoting together as a single class, and TeleCorp Voting Preference (y) the affirmative vote of holders of a majority of the outstanding shares of Mondavi Class B Common Stock, TeleCorp Series A Convertible Preferred Stock, TeleCorp Series B Preferred Stock, TeleCorp Series C Preferred Stock, TeleCorp Series D Preferred Stock, TeleCorp Series E Preferred Stock, and TeleCorp Series F Preferred Stock, voting together as one a single class in accordance with TeleCorp's Certificate of Incorporation, are the only votes of the holders of any class or series of capital stock of TeleCorp Mondavi necessary to adopt this Agreement and approve and authorize the transactions contemplated by this Agreement, including the Merger and the Related Agreements and the other transactions contemplated hereby and thereby in their capacity as stockholders of TeleCorp (such vote, the "Required Stockholder Approval"). As of the date hereof, the Persons who are signatories to the Voting Agreements in the aggregate possess sufficient voting power to cause the Required Stockholder Approval to be given without the vote of any other stockholder of TeleCorp. The Stockholders Agreement Amendment was and is effective to amend the Stockholders Agreement in the manner and to the extent provided for in the Stockholders Agreement AmendmentMerger.