Required Vote of the Company Shareholders. The affirmative vote of the holders of outstanding shares of Company Common Stock, voting together as a single class, representing a majority of all the votes entitled to be cast thereupon by holders of Company Common Stock, is the only vote of holders of securities of the Company which is required to approve this Agreement, the Merger and the other transactions contemplated hereby (the “Company Shareholder Approval”).
Required Vote of the Company Shareholders. Assuming the accuracy of the representations and warranties in Sections 5.7 and 5.8, and if required by applicable law to approve the Merger, the affirmative vote of the holders of outstanding Shares, voting together as a single class, representing at least a majority of all Shares outstanding shall be the only vote of shareholders required to approve this Agreement and the transactions contemplated hereby (the “Company Shareholder Approval”).
Required Vote of the Company Shareholders. The affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock is required to approve the Merger. No other vote of the shareholders of the Company is required by law or the Amended and Restated Articles of Incorporation or by laws of the Company in order for the Company to consummate the Merger and the transactions contemplated hereby.
Required Vote of the Company Shareholders. Subject to accuracy of the representations and warranties in Section 4.20, the affirmative vote of the holders of outstanding shares of Company Common Stock, voting together as a single class, representing at least eighty percent (80%) of all the votes entitled to be cast thereupon by holders of Company Common Stock, is the only vote of holders of securities of the Company which is required to
Required Vote of the Company Shareholders. The vote (in person or by proxy) of the holders of two-thirds of the outstanding shares of Company Common Stock entitled to vote on this Agreement and the Transactions, including the Merger, at the Company Shareholders’ Meeting, or any adjournment or postponement thereof, in favor of the adoption of this Agreement and the approval of the Transactions, including the Merger (the “Company Shareholder Approval”) is the only vote or approval of the holders of any class or series of capital stock or other securities of the Company or any of its Subsidiaries that is required to adopt this Agreement and approve the Transactions, including the Merger.
Required Vote of the Company Shareholders. The affirmative vote of the holders of outstanding shares of Company Common Stock representing at least a majority of all the votes entitled to be cast thereupon by holders of Company Common Stock is the only vote of holders of securities of the Company which is required to approve this Agreement and the Plan (the “Company Shareholder Approval”). No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal Laws in the United States applicable to the Company is applicable to the Merger or the other transactions contemplated hereby. The action of the Board of Directors of the Company in approving this Agreement is sufficient to render inapplicable to this Agreement and the transactions contemplated hereby the restrictions on “control share acquisitions” and “business combinations” (as each such term is defined in the MBCA).
Required Vote of the Company Shareholders. Subject to the accuracy of the representations and warranties of Parent and Merger Sub in ARTICLE IV, the Company Shareholder Approval is the only vote of holders of Securities of the Company which is required to approve this Agreement and approve the Merger and the transactions contemplated thereby.
Required Vote of the Company Shareholders. Subject to the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.9, the affirmative vote of the holders of outstanding shares of Company Common Stock representing at least a majority of all the votes entitled to be cast thereupon by holders of Company Common Stock is the only vote of holders of securities of the Company which is required to approve this Agreement and the Merger (the “Company Shareholder Approval”). No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or regulation enacted under state or federal laws in the United States (with the exception of Section 203 of the DGCL) applicable to the Company is applicable to the Merger or the other transactions contemplated hereby. The action of the Board of Directors of the Company in approving this Agreement is sufficient to render inapplicable to this Agreement and the transactions contemplated hereby the restrictions on “business combinations” (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL.
Required Vote of the Company Shareholders. The affirmative vote of a majority of the holders of the Shares outstanding as of the record date or a less than unanimous consent executed by the holders of a majority of the Shares outstanding as of the record date in accordance with the Company’s articles of incorporation and Section 23B.07.040 of the WBCA is the only vote or consent of Company Shareholders which is required to approve this Agreement and the Merger.
Required Vote of the Company Shareholders. (a) If necessary to approve the Merger in the event a Short Form Merger is not available pursuant to Section 11.05 of the MBCA, the affirmative vote of the holders (including Merger Sub and its affiliates following Merger Sub’s acceptance of Shares for payment under the Offer) of a majority of the outstanding Shares approving this Agreement (the “Company Shareholder Approval”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve the Merger and this Agreement, and is the only vote of the holders of any class or series of the Company’s capital stock required to approve the Merger and this Agreement under the MBCA and the Articles of Organization.
(b) Other than any actions described in Section 4.18(a), the Company has taken all actions necessary under the MBCA to adopt this Agreement and approve the Offer, the Merger and the other transactions contemplated by this Agreement. The Board of Directors, at a meeting duly called and held, has approved the Offer, the Merger and the other transactions contemplated by this Agreement and has adopted this Agreement.
