Common use of Stockholder Approval Clause in Contracts

Stockholder Approval. This Agreement (including the Merger) shall have been approved and adopted by the affirmative vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company Charter.

Stockholder Approval. This Agreement (including the Merger) shall have been approved and adopted by the requisite affirmative vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by in accordance with the DGCL and the Company Chartergoverning documents of the Company.

Stockholder Approval. This The Merger and this Agreement (including the Merger) shall have been approved and adopted by the affirmative requisite vote of the stockholders holders of the Company (unless Shares, to the vote extent required pursuant to the requirements of stockholders is not required under the Certificate of Incorporation and the DGCL) as required by the DGCL and the Company Charter.

Stockholder Approval. This Unless the Merger is consummated pursuant to Section 253 of the DGCL, this Agreement (including the Merger) shall will have been approved and adopted by the affirmative vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company Charterrequisite vote in accordance with applicable law.

Stockholder Approval. This Agreement (including the Merger) shall have been adopted and the Merger thereby approved and adopted by the affirmative requisite vote of the stockholders holders of the Company (unless Shares, to the vote extent required pursuant to the requirements of stockholders is not required under the certificate of incorporation and the DGCL) as required by the DGCL and the Company Charter.

Stockholder Approval. This Agreement (including the Merger) The Merger shall have been approved and this Agreement shall have been adopted by the affirmative requisite vote of the stockholders holders of the Company (unless Shares, to the vote extent required pursuant to the requirements of stockholders is not required under the certificate of incorporation and the DGCL) as required by the DGCL and the Company Charter.

Stockholder Approval. This If required, this Agreement (including and the Merger) Merger shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company CharterCertificate of Incorporation of the Company.

Stockholder Approval. This Agreement (including the Merger) shall have been approved and adopted by the affirmative requisite vote of the stockholders holders of the Company (unless the vote of stockholders is not required under the DGCL) as Shares, if required by the DGCL and DGCL, in order to consummate the Company Charter.Merger;

Stockholder Approval. This Agreement (including the Merger) shall will have been approved and duly adopted by the affirmative requisite vote of the stockholders of the Company (unless at the vote of stockholders is not required under Special Meeting, in accordance with the DGCL) as required by , the DGCL Company Charter and the Company CharterCompany's Bylaws.

Stockholder Approval. This If and to the extent required by the DGCL and the Certificate of Incorporation of the Company, this Agreement (including and the Merger) Merger shall have been approved and adopted by the affirmative vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company Charter.Company;

Stockholder Approval. This If required by applicable law, this Agreement (and the Transactions, including the Merger) , shall have been approved and adopted by the affirmative vote of the stockholders of the Company (unless to the vote of stockholders is not required under the DGCL) as extent required by the DGCL and the Company CharterCertificate.

Stockholder Approval. This If required by the DGCL, this Agreement (including and the Merger) Merger shall have been approved and adopted by the affirmative vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company CharterStock holder Vote.

Stockholder Approval. This Agreement (including and the Merger) Merger shall have been approved and adopted by the affirmative requisite vote of (i) the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by in accordance with the DGCL and the Company CharterCertificate of Incorporation and By-laws of the Company, and (ii) the shareholders of Parent as may be required by law and by any applicable provisions of its Articles of Incorporation and Bylaws.

Stockholder Approval. This If required by the DGCL, this Agreement (including and -------------------- the Merger) Merger shall have been approved and adopted by the affirmative vote or consent of the stockholders of the Company (unless to the vote of stockholders is not required under the DGCL) as extent required by the DGCL and the Company CharterCertificate of Incorporation of the Company.

Stockholder Approval. This Agreement (including the Merger) shall have been approved and duly adopted by the affirmative requisite vote of the stockholders of the Company (unless at the vote of stockholders is not required under Special Meeting, in accordance with the DGCL) as required by , the DGCL Company Charter and the Company CharterCompany's Bylaws.

Stockholder Approval. This Agreement (including If and to the Merger) extent required by the DGCL, this Agreement, the Merger and the other Transactions shall have been approved and adopted by the affirmative vote of the stockholders holders of at least a majority of the outstanding shares of Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company Charter.Capital Stock;

Stockholder Approval. This If and to the extent required by the DGCL, this Agreement (including and the Merger) Transactions shall have been approved and adopted by the affirmative vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company Charter.Company;

Stockholder Approval. This Agreement (including the Merger) shall have been approved and adopted by the affirmative vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as If required by the DGCL and to effect the Merger, this Agreement shall have been adopted by the Company CharterRequisite Vote.

Stockholder Approval. This Agreement (including the Merger) shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company (under the DGCL unless the vote of stockholders is such approval shall not be required under the DGCL) as required by the DGCL and the Company Charter.

Stockholder Approval. This Agreement (including If and to the Merger) extent required by the DGCL, this Agreement, the Merger and the other transactions contemplated hereby shall have been approved and adopted by the affirmative vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company Charter.Company;

Stockholder Approval. This If required by the DGCL, this Agreement (including and the Merger) Merger shall have been approved and adopted by the affirmative vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company CharterStockholder Vote.

Stockholder Approval. This Agreement (including the Merger) shall have been approved and adopted by the affirmative vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company Charter.

Stockholder Approval. This Agreement (including and the Merger) Merger shall have been approved and adopted by the affirmative requisite vote or consent of the stockholders of the Company (unless to the vote of stockholders is not required under the DGCL) as extent required by the DGCL and the Company CharterDGCL.

Stockholder Approval. This The Merger and this Agreement (including the Merger) shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company (unless Company, to the vote of stockholders is not required under the DGCL) as extent required by the DGCL Certificate of Incorporation, the Bylaws of the Company, and the Company Charter.DGCL; provided, however, that no party to this Agreement may invoke this condition if such party has not complied with its obligations under Sections 1.9 and 1.10 of this Agreement;

Stockholder Approval. This Agreement (including and the Merger) Merger shall have been approved and adopted by the requisite affirmative written consent or vote of the stockholders of the Company (unless to the vote of stockholders is not required under the DGCL) as extent required by the DGCL and the Company Chartercharter and bylaws.

Stockholder Approval. This The Merger and this Agreement (including the Merger) shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company (unless Company, to the vote of stockholders is not required under the DGCL) as extent required by the DGCL Certificate of Incorporation, the Bylaws of the Company, and the Company Charter.DGCL; provided, however, that no party to this Agreement may invoke this condition if such party has not complied with its obligations under Section 7.10 of this Agreement in any material respect;

Stockholder Approval. This Agreement (including If and to the Merger) extent required by the DGCL, this Agreement, the Merger and the other Transactions shall have been approved and adopted by the affirmative vote of the stockholders of the Required Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company CharterStockholder Vote.

Stockholder Approval. This If and to the extent required by the DGCL and the Certificate of Incorporation of the Company, this Agreement (including the Merger) shall have been approved and adopted by the affirmative vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company Charter.Company;

Stockholder Approval. This Agreement (including and the Merger) Merger shall have -------------------- been approved and adopted by the affirmative vote or consent of the stockholders of the Company (unless to the vote of stockholders is not required under the DGCL) as extent required by the DGCL and the Company CharterCertificate of Incorporation of the Company.

Stockholder Approval. This Agreement (including and the Merger) Merger shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as Company, if any, required by the DGCL and the Company CharterCompany's Certificate of Incorporation, as amended.

Stockholder Approval. This Agreement (including and the Merger) Merger shall have been approved and adopted by the affirmative vote Requisite Stockholder Vote in accordance with the DGCL, this Agreement and the Certificate of the stockholders Incorporation and Bylaws of the Company (unless at the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company CharterSpecial Meeting.

Stockholder Approval. This Agreement (not including the Mergerexhibits and schedules hereto) and the Merger shall have been approved and adopted by the affirmative required vote of the stockholders of the Company (unless the vote of stockholders is not required under Stockholders pursuant to Company's charter documents and the DGCL) as required by the DGCL and the Company Charter.

Stockholder Approval. This Agreement (including and the Merger) Merger and the other transactions contemplated hereby shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company (unless and by the requisite vote of the stockholders of Parent, to the extent, in each case, that stockholder approval is not required under the DGCL) as required DGCL or by the DGCL and the Company CharterNasdaq.

Stockholder Approval. This Agreement (including and the Merger) Merger shall -------------------- have been approved and adopted by the affirmative vote of the requisite number of stockholders of the Company (unless Company, and in the vote manner as shall be required pursuant to the Company's certificate of stockholders is not required under incorporation, by-laws and the DGCL) as required by the DGCL and the Company Charter.

Stockholder Approval. This Agreement (including the Merger) shall have been adopted and the Merger shall have been duly approved and adopted by the affirmative requisite vote under the DGCL and the Company Restated Certificate by the stockholders of the Company, and each of the stockholders of the Company (unless the vote shall have waived its appraisal rights, if any, under Section 262 of stockholders is not required under the DGCL) as required by the DGCL and in an instrument satisfactory to both the Company Charterand Parent and their respective counsel.

Stockholder Approval. This If required by applicable law, this Agreement (and the Transactions, including the Merger) , shall have been approved and adopted by the affirmative vote of the stockholders of the Company (unless to the vote of stockholders is not required under the DGCL) as extent required by the DGCL and the Company CharterCertificate of Incorporation.

Stockholder Approval. This Agreement (including and the Merger) Merger shall have been approved and adopted by the affirmative vote of the stockholders of the Required Company (unless the vote of stockholders is not required under Stockholder Vote in accordance with the DGCL) as required by the DGCL and the Company Charter.

Stockholder Approval. This Agreement (including and the Merger) Merger contemplated hereby shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company (unless the vote of stockholders is not required under Stockholders pursuant to the DGCL) as required by the DGCL and the Company Charter.

Stockholder Approval. This Agreement (including and the Merger) Merger shall have -------------------- been approved and adopted by the affirmative vote votes of at least such percentage of the stockholders Company's outstanding shares of the Company capital stock (unless the vote of stockholders is not required under the DGCLincluding any class vote) as is required by the DGCL and by the Company CharterCompany's Certificate of Incorporation.

Stockholder Approval. This If required by applicable law, this -------------------- Agreement (and the Transactions, including the Merger) , shall have been approved and adopted by the affirmative vote of the stockholders of the Company (unless to the vote of stockholders is not required under the DGCL) as extent required by the DGCL and the Company CharterCertificate of Incorporation.

Stockholder Approval. This Agreement (including and the Merger) Merger shall have been duly approved and adopted adopted, by the affirmative requisite vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company CharterCharter Documents, by the stockholders of Company and by the requisite vote under the DGCL and the Parent Charter Documents, by the stockholders of Parent.

Stockholder Approval. This Agreement (including and the Merger) Merger shall have been approved and adopted by the affirmative vote or consent of the stockholders holders of a majority of the outstanding shares of Common Stock of the Company (unless the vote of stockholders is not required under the DGCL) as required by in accordance with the DGCL and the Company CharterCertificate of Incorporation of the Company.

Stockholder Approval. This If required by the DGCL, this Agreement (including and the Merger) Merger shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company (unless in accordance with applicable provisions of the vote Company's Certificate of stockholders is not required under Incorporation and the DGCL) as required by the DGCL and the Company Charter.;

Stockholder Approval. This Agreement (including the Merger) shall -------------------- have been approved and adopted by the affirmative vote of the stockholders Stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company Charter.

Stockholder Approval. This Agreement (including the Merger) shall have been approved and adopted by the requisite affirmative vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by Stockholders in accordance with the DGCL and the Company CharterCompany’s Certificate of Incorporation.

Stockholder Approval. This Agreement (including the Merger) shall have been approved duly adopted, and adopted the Merger shall have been duly approved, by the affirmative requisite vote of the Company’s stockholders of at the Company (unless the vote of stockholders is not required under the DGCL) Stockholders’ Meeting, as required by the DGCL DGCL, the Certificate of Incorporation and the Company CharterBy-Laws.

Stockholder Approval. This Agreement (including Agreement, the Merger) shall Merger and the other transactions contemplated hereby shall, in accordance with the DGCL and Company’s Organizational Documents, have been approved and adopted by the affirmative vote of Stockholders holding Company Capital Stock representing the stockholders requisite number of Company Capital Stock necessary to approve this Agreement, the Company (unless Merger and the vote of stockholders is not required other transactions contemplated hereby under the DGCL) as required by the DGCL and Company’s Organizational Documents, including the Company Charteraffirmative vote of the Requisite Stockholders.

Stockholder Approval. This Agreement (including and the Merger) Merger shall have been approved and adopted by the affirmative requisite vote of the stockholders holders of the Company (unless Shares and Series A Preferred Stock to the vote of stockholders is not required under the DGCL) as extent required by the DGCL DGCL, the Charter and the Company Charter.Company's by-laws;

Stockholder Approval. This Agreement (including If and to the Merger) extent required by the DGCL, this Agreement, the Merger and the other Transactions shall have been approved and adopted by the affirmative vote of the stockholders holders of at least a majority of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company Charter.outstanding Shares;

Stockholder Approval. This Agreement (including the Merger) shall have been approved and adopted by the requisite affirmative vote of the stockholders of the Company (unless in accordance with the vote Company's Certificate of stockholders is not required under Incorporation, as amended, and the DGCL) as required by the DGCL and the Company Charter.

Stockholder Approval. This Agreement Either (including i) the Merger) Company shall have been approved obtained the Requisite Vote to approve this Agreement and adopted the transactions contemplated hereby to be performed by the affirmative vote Company in accordance with applicable law and the Certificate of Incorporation of the Company, or (ii) the Merger can be consummated without a meeting of stockholders in accordance with Section 253 of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company Charter.

Stockholder Approval. This Agreement (including and the Merger) Merger and the transactions contemplated hereby shall have been approved and adopted by the affirmative requisite vote of the stockholders of the Company (unless in accordance with the vote terms of stockholders is not required under the DGCL) as required by the DGCL and the Company CharterCompany’s Certificate of Incorporation and by-laws.

Stockholder Approval. This Agreement (including and the Merger) Transactions contemplated hereby shall have been approved and adopted by the requisite affirmative vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by in accordance with the DGCL and the Company Charter("Stockholder Approval").

Stockholder Approval. This If and to the extent required by the DGCL and the Company Certificate and Company Bylaws, this Agreement (including the Merger) shall have been approved and duly adopted by the affirmative vote of the stockholders of the Company (unless the in accordance with applicable Law; provided that Parent and Merger Sub shall, and shall cause any of their Affiliates to, vote all shares of stockholders is not required under the DGCL) as required Company Common Stock held by the DGCL and the Company Charterthem in favor of this Agreement.