Common use of Required Vote; Board Approval Clause in Contracts

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.

Appears in 2 contracts

Samples: Merger Agreement (National Mentor Holdings, Inc.), Merger Agreement (Rem Consulting of Ohio, Inc.)

AutoNDA by SimpleDocs

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 ANFI 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 "ANFI Shareholder Approval") of the holders of a majority of the outstanding shares of Company ANFI Common Stock Shares in favor of the adoption and approval of this Agreement (and the “Company Stockholder Approval”)Merger. (b) The Company’s board ANFI's Board of directors Directors has (ia) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and in the best interests of the Company ANFI and its stockholdersshareholders, (iib) approved this Agreement and the transactions contemplated hereby and (iiic) resolved (subject to Section 6.2) to recommend to such stockholders shareholders that they vote in favor of adopting and approving this Agreement and the Merger in accordance with the terms hereof.

Appears in 1 contract

Samples: Merger Agreement (Anfi Inc)

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 ("Company Stockholder Approval") of the holders of a majority of the outstanding shares of Company Common Stock Shares in favor of the adoption of this Agreement (and the “Company Stockholder Approval”)Merger. (b) The Company’s board 's Board of directors 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 in accordance with the provisions of Section 251 of the DGCL and (iii) resolved to recommend to such stockholders Stockholders that they vote in favor of adopting and approving this Agreement and the Merger in accordance with the terms hereof.

Appears in 1 contract

Samples: Merger Agreement (Triad Hospitals Holdings Inc)

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 ("COMPANY SHAREHOLDER APPROVAL") of the holders of a majority two-thirds of the outstanding shares of Company Common Stock Shares in favor of the adoption of this Agreement (and the “Company Stockholder Approval”)Merger. (b) The Company’s board 's Board of directors Directors has unanimously (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 stockholdersshareholders, (ii) approved this Agreement and the transactions contemplated hereby and (iii) resolved to recommend to such stockholders shareholders that they vote in favor of adopting and approving this Agreement and the Merger in accordance with the terms hereof.

Appears in 1 contract

Samples: Merger Agreement (Consolidated Papers Inc)

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 (the "COMPANY STOCKHOLDER APPROVAL") of the holders of a majority of the outstanding shares of Company Common Stock Shares in favor of the adoption and approval of this Agreement (and the “Company Stockholder Approval”)Merger. (b) The Company’s board 's Board of directors Directors has unanimously (ia) determined that this Agreement and the Stock Option Agreement and the transactions contemplated herebyhereby and thereby, including the Merger, are advisable and in the best interests of the Company and its stockholders, (iib) approved this Agreement and the Stock Option Agreement and the transactions contemplated hereby and thereby and (iiic) 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.

Appears in 1 contract

Samples: Merger Agreement (Executive Risk Inc /De/)

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 (the "Company Stockholder Approval") of the holders of a majority 75 percent of the outstanding shares of Company Common Stock Shares in favor of the adoption and approval of this Agreement (and the “Company Stockholder Approval”)Merger. (b) The Company’s board 's Board of directors Directors has (ia) 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, (iib) approved this Agreement and the transactions contemplated hereby and (iiic) resolved (subject to Section 6.2) 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.

Appears in 1 contract

Samples: Merger Agreement (Fidelity National Financial Inc /De/)

Required Vote; Board Approval. (a) The only affirmative vote of the holders of two-thirds of the issued and outstanding Company Common Shares (the "Company Stockholder Approval") is the only vote of any class or series of the capital stock or other voting securities of the Company required by law, rule or regulation or the certificate of incorporation or the bylaws of the Company to approve this AgreementAgreement and the Merger, in the Merger and/or any of event the other transactions contemplated hereby Special Meeting 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”)required. (b) The Company’s 's board of directors has (i) determined that this Agreement and the transactions contemplated herebyTransactions, including the Offer and the Merger, are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby Transactions and (iii) subject to Section 1.2(a), resolved to recommend to such stockholders that they accept the Offer, tender their Company Common Shares pursuant thereto and, in the event the Special Meeting is required, vote in favor of adopting and approving this Agreement and the Merger in accordance with the terms hereof.

Appears in 1 contract

Samples: Acquisition Agreement (Sears Roebuck & Co)

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 ("COMPANY STOCKHOLDER APPROVAL") of the holders of a majority of the outstanding shares of Company Common Stock Shares in favor of the adoption of this Agreement (and the “Company Stockholder Approval”)Merger. (b) The Company’s board 's Board of directors 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 in accordance with the provisions of Section 251 of the DGCL and (iii) resolved to recommend to such stockholders Stockholders that they vote in favor of adopting and approving this Agreement and the Merger in accordance with the terms hereof.

Appears in 1 contract

Samples: Merger Agreement (Quorum Health Group Inc)

AutoNDA by SimpleDocs

Required Vote; Board Approval. (a) The Assuming the accuracy of the representation and warranty made by Parent pursuant to Section 5.8 of this Agreement and compliance with the covenant made by Parent pursuant to Section 7.6 of this Agreement, 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 Law 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 two-thirds of the outstanding shares of Company Common Stock in favor of the adoption of Shares to adopt and approve this Agreement and the Merger (the "Company Stockholder Shareholder Approval"). (b) The Company’s board 's Board of directors Directors has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, hereby are advisable and in the best interests of the Company and its stockholdersshareholders, (ii) approved this Agreement and the transactions contemplated hereby and (iii) resolved to recommend to such stockholders shareholders that they vote in favor of adopting and approving this Agreement and the Merger in accordance with the terms hereof.

Appears in 1 contract

Samples: Merger Agreement (Capitol Transamerica Corp)

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 Borrower required by law, rule or regulation to approve this Agreement, the Merger Agreement and/or any of the other transactions contemplated hereby is the affirmative vote (the "Borrower Shareholder Approval") of the holders of a majority 51 percent of the outstanding shares of Company Borrower Common Stock in favor of the adoption and approval of this Agreement (the “Company Stockholder Approval”)Agreement. (b) The Company’s board Borrower's Board of directors Directors has (ia) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and in the best interests of the Company Borrower and its stockholdersshareholders, (iib) approved this Agreement and the transactions contemplated hereby and (iiic) resolved (subject to Section 6.14) to recommend to such stockholders shareholders that they vote in favor of adopting and approving this Agreement and the Merger in accordance with the terms hereof.

Appears in 1 contract

Samples: Revolving Credit Agreement (Fidelity National Financial Inc /De/)

Required Vote; Board Approval. (a) The Assuming the accuracy of the representation and warranty made by Parent pursuant to Section 5.8 of this Agreement and compliance with the covenant made by Parent pursuant to Section 7.6 of this Agreement, 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 Law to approve this Agreement, the Merger and/or any of the other transactions contemplated hereby is the -35- 40 affirmative vote of the holders of a majority two-thirds of the outstanding shares of Company Common Stock in favor of the adoption of Shares to adopt and approve this Agreement and the Merger (the "Company Stockholder Shareholder Approval"). (b) The Company’s board 's Board of directors Directors has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, hereby are advisable and in the best interests of the Company and its stockholdersshareholders, (ii) approved this Agreement and the transactions contemplated hereby and (iii) resolved to recommend to such stockholders shareholders that they vote in favor of adopting and approving this Agreement and the Merger in accordance with the terms hereof.

Appears in 1 contract

Samples: Merger Agreement (Alleghany Corp /De)

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 Borrower required by law, rule or regulation to approve this Agreement, the Merger Agreement and/or any of the other transactions contemplated hereby is the affirmative vote (the "Borrower Shareholder Approval") of the holders of a majority 51 ----------------------------- percent of the outstanding shares of Company Borrower Common Stock in favor of the adoption and approval of this Agreement (the “Company Stockholder Approval”)Agreement. (b) The Company’s board Borrower's Board of directors Directors has (ia) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and in the best interests of the Company Borrower and its stockholdersshareholders, (iib) approved this Agreement and the transactions contemplated hereby and and (iiic) resolved (subject to Section 6.14) to recommend to such stockholders shareholders that they vote in favor of adopting and approving this Agreement and the Merger in accordance with the terms hereof.

Appears in 1 contract

Samples: Revolving Credit Agreement (Homeseekers Com Inc)

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 First Merger and/or any of the other transactions involving the Company contemplated hereby is the affirmative vote (the "Company Shareholder Approval") of the holders of a majority not less than 66-2/3 percent of the outstanding shares of Company Common Stock Shares in favor of the adoption and approval of this Agreement (Agreement, the First Merger and the other transactions involving the Company Stockholder Approval”)contemplated hereby. (b) The Company’s board 's Board of directors Directors has (i) determined that this Agreement and the transactions contemplated hereby, including the First Merger, are advisable and in the best interests of the Company and its stockholdersshareholders, (ii) approved this Agreement and the transactions contemplated hereby and (iii) resolved (subject to Section 7.2) to recommend to such stockholders shareholders that they vote in favor of adopting and approving this Agreement and the First Merger in accordance with the terms hereof.

Appears in 1 contract

Samples: Merger Agreement (Factual Data Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!