Required Vote; Board Approval. (a) Under the DGCL (including, without limitation, Section 203 thereof), the Company's certificate of incorporation and by-laws and any other applicable Law or stock exchange rules, the only votes required of the holders of any class or series of the Company's Equity Interests necessary to adopt this Agreement and to approve the Merger and the other transactions contemplated hereby are the following: (i) the approval, assuming a quorum is present, of a majority of the Company Shares voting in person or by proxy at such meeting, and (ii) the approval, and not the written consent, of at least 66 2/3% of the outstanding Company Shares which are not owned by any "interested stockholder" (as defined in Section 203 of the DGCL) (collectively, "Company Stockholder Approval").
(b) The Special Committee and the Company's Board of Directors has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of the Company and its Stockholders (other than Holding, Acquiror and the members of the Buying Group and each of their respective Affiliates), (ii) approved this Agreement and the transactions contemplated hereby, including the Merger and (iii) resolved to recommend to the Company Stockholders that they vote in favor of adopting and approving this Agreement and the Merger in accordance with the terms hereof.
Required Vote; Board Approval. (a) The only vote of the holders of any class or series of the capital stock or other voting securities of the Company required by law, rule or regulation to approve this Agreement, the Merger and/or any of the other transactions contemplated hereby is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”).
(b) The Company’s board of directors has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby and (iii) resolved to recommend to such stockholders that they vote in favor of adopting and approving this Agreement and the Merger in accordance with the terms hereof.
Required Vote; Board Approval. The affirmative vote of the holders of a majority of the issued and outstanding Common Stock (the "Company Stockholder Approval") is the only vote of any class or series of capital stock of the Company required by law, rule or regulation or the certificate of incorporation or the by-laws of the Company to approve this Agreement and the Merger.
Required Vote; Board Approval. (a) The only votes of the holders of any class or series of capital stock of the Company required by the Company's certificate of incorporation and bylaws, any Agreement binding on the Company, law, rule or regulation to approve this Merger Agreement and/or any of the other transactions contemplated hereby are the affirmative vote of the holders of more than fifty percent of the votes entitled to be cast by all holders of the outstanding Company Common Stock and Company Preferred Stock and the consent of the holders of a majority of the outstanding shares of Company Preferred Stock (the "Company Stockholder Approval").
(b) Upon the unanimous recommendation of the Special Committee, the Company's Board of Directors has unanimously (i) determined that this Merger Agreement and the transactions contemplated hereby, including the Merger, are advisable and in the best interests of the Company and the Company's Common Stockholders (ii) approved this Merger Agreement and the transactions contemplated hereby and (iii) resolved to recommend to such Company's Common Stockholders that they vote in favor of adopting and approving this Merger Agreement in accordance with the terms hereof.
Required Vote; Board Approval. (a) The affirmative vote of the holders of more than two-thirds of the issued and outstanding Company Shares (the “Company Stockholder Approval”) is the only vote of any class or series of capital stock of the Company required by law, rule or regulation (including applicable stock exchange rules) or the articles of incorporation or the bylaws of the Company to approve this Agreement and the Merger.
(b) The board of directors of the Company, at a meeting duly called and held, has unanimously (i) determined that the terms of the Merger are fair to and in the best interests of the stockholders of the Company, (ii) approved this Agreement, the Plan of Merger and the Transactions, and (iii) resolved to recommend that the holders of the Company Shares approve this Agreement, the Merger and the Plan of Merger and directed that this Agreement and the Plan of Merger be submitted for consideration by the holders of Company Shares at the Company Stockholders Meeting.
Required Vote; Board Approval. (a) The only vote of the holders of any class or series of capital stock of UCC required by law, rule or regulation to approve this Agreement, the Merger and/or any of the other transactions contemplated hereby is the affirmative vote (the "UCC Shareholder Approval") of the holders of more than two-thirds of the outstanding UCC Common Shares in favor of the adoption of this Agreement and the Merger.
(b) UCC's Board of Directors has unanimously (a) determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of UCC and its shareholders, (b) approved this Agreement and the transactions contemplated hereby and (c) resolved to recommend to such shareholders that they vote in favor of adopting and approving this Agreement and the Merger in accordance with the terms hereof.
Required Vote; Board Approval. (a) The only vote of the holders of any class or series of capital stock of Acquiror required by law, rule or regulation is (i) the affirmative vote of the holders of a majority of the outstanding shares of Acquiror Common Stock to approve the Restated Charter and (ii) the affirmative vote of the holders of a majority of the Acquiror Common Stock present in person or represented by proxy at the Acquiror Stockholders Meeting and entitled to vote to approve the Required Acquiror Stockholders Consent (the "Acquiror Stockholder Approval").
Required Vote; Board Approval. (a) The affirmative vote of a majority of Parent’s Board of Directors is the only vote required to approve this Agreement and the Merger, assuming a quorum existed at the time of such vote (in accordance with the IBCL).
(b) The Board of Directors of the Parent, at a meeting duly called and held, has unanimously (i) determined that the terms of the Merger are fair to and in the best interests of the stockholders of Parent, and thereby (ii) approved this Agreement, the Plan of Merger and the Transactions.
Required Vote; Board Approval. (a) The only votes of the holders of any class or series of capital stock of EarthLink required by law, rule or regulation to approve this Agreement and/or any of the other transactions contemplated hereby are the affirmative vote of the holders of more than fifty percent of the outstanding EarthLink Common Stock (the "EarthLink Stockholder Approval").
(b) EarthLink's Board of Directors has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the EarthLink Merger, are advisable and in the best interests of EarthLink and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby and (iii) resolved to recommend to such stockholders that they vote in favor of adopting and approving this Agreement in accordance with the terms hereof.
Required Vote; Board Approval. (a) The only vote of the holders of any class or series of capital stock of MindSpring required by law, rule or regulation to approve this Agreement and/or any of the other transactions contemplated hereby is the affirmative vote (the "MindSpring Stockholder Approval") of the holders of more than fifty percent of the outstanding shares of MindSpring Common Stock in favor of the adoption of this Agreement.
(b) MindSpring's Board of Directors has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the MindSpring Merger, are advisable and in the best interests of MindSpring and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby and (iii) resolved to recommend to such stockholders that they vote in favor of adopting and approving this Agreement in accordance with the terms hereof.
