Common use of Required Vote of Parent Stockholders Clause in Contracts

Required Vote of Parent Stockholders. The affirmative vote of a majority of the shares present in person or by proxy at the Parent Stockholder Meeting (as hereinafter defined) and entitled to vote on the Share Issuance is required to approve the Share Issuance. No other vote of the securityholders of Parent is required by law, the Parent Charter or the Parent Bylaws or otherwise in order for Parent to consummate the Merger and the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ciena Corp), Agreement and Plan of Merger (Tellabs Inc), Voting Agreement (Concord Efs Inc)

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Required Vote of Parent Stockholders. The affirmative vote of a majority of the shares present in person or total votes cast by proxy at the holders of the Parent Stockholder Meeting (as hereinafter defined) and entitled to Common Stock at a meeting of the Parent Stockholders at which a quorum is present is the only vote on the Share Issuance of holders of securities of Parent which is required to approve the Share Issuanceissuance of the Parent Common Stock as contemplated by this Agreement. No other vote of the securityholders holders of securities of Parent is required by lawLaw, the Certificate of Incorporation of Parent, the Bylaws of Parent Charter or the Parent Bylaws or otherwise in order for Parent to consummate the Merger and the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Rock-Tenn CO), Agreement and Plan of Merger (SMURFIT-STONE CONTAINER Corp), Agreement and Plan of Merger (Rock-Tenn CO)

Required Vote of Parent Stockholders. The affirmative vote of the holders of a majority of the outstanding shares present in person or by proxy at the of Parent Stockholder Meeting (as hereinafter defined) and entitled to vote on the Share Issuance Common Stock is required to approve the Share Issuance. No other vote of the securityholders of Parent is required by law, the Parent Charter or Charter, the Parent Bylaws or otherwise in order for Parent to consummate the Merger and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Stratos Lightwave Inc), Agreement and Plan of Merger (Stratos Lightwave Inc)

Required Vote of Parent Stockholders. The affirmative vote of a majority of the shares present in person or by proxy at the Parent Stockholder Meeting (as hereinafter defined) and entitled to vote on the Share Issuance is required to approve the Share Issuance. No other vote of the securityholders of Parent is required by law, the Parent Charter or the Parent Bylaws or otherwise in order for Parent to consummate the Merger, the Subsequent Merger and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tellabs Inc), Agreement and Plan of Merger (Advanced Fibre Communications Inc)

Required Vote of Parent Stockholders. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock actually present in person or by proxy and voting at the Parent Stockholder Special Meeting (as hereinafter definedprovided that at least 50% of the outstanding shares of Parent Common Stock are actually voted) and entitled to vote on the Share Issuance is required to approve the Share Issuanceissuance of Parent Common Stock in the Merger. No other vote of the securityholders stockholders of Parent or Merger Sub is required by law, the charter or By-Laws of Parent Charter or the Parent Bylaws or otherwise Merger Sub in order for Parent and Merger Sub to consummate the Merger and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Jacor Communications Inc), Agreement and Plan of Merger (Clear Channel Communications Inc)

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Required Vote of Parent Stockholders. The affirmative vote of a majority of the shares present in person or by proxy at the Parent Stockholder Meeting (as hereinafter defined) and entitled to vote votes cast on the Share Issuance is required to approve the Share Issuance, provided that the total votes cast on the proposal represent a majority of the outstanding shares of Parent Common Stock. No other vote of the securityholders of Parent is required by law, the Parent Charter Amended and Restated Articles of Incorporation or the Amended and Restated By-Laws of Parent Bylaws or otherwise in order for Parent to consummate the Merger and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Conseco Inc)

Required Vote of Parent Stockholders. The affirmative vote of the holders of a majority of the shares present Parent Shares represented at the Parent Stockholder Meeting (provided that at least a majority of the Parent Shares are represented in person or by proxy at such meeting) approving the issuance of Parent Stockholder Meeting (as hereinafter defined) and entitled to vote on Shares in the Share Issuance Merger is required to approve the Share Issuance. No other only vote of the securityholders holders of Parent is required by law, the Parent Charter any class or the Parent Bylaws or otherwise in order for Parent series of Parent's capital stock necessary to consummate the Merger approve this Agreement and the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Data Corp)

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