Vote and Approval Required. (a) The only vote of stockholders of the Company required under the DGCL, the Company Charter, the Company Bylaws or otherwise in order to consummate the transactions contemplated by this Agreement, including the Merger and the Recapitalization, is the affirmative vote of (i) a majority of the total number of votes entitled to be cast by the holders of the issued and outstanding shares of Company Common Stock voting as a single class, except that the holders of the issued and outstanding shares of Company Common Stock have no voting rights with respect to the Recapitalization (ii) 51% of the total number of votes entitled to be cast by the holders of the issued and outstanding shares of Series C Preferred voting as a single class and (iii) 51% of the total number of votes entitled to be cast by the holders of the issued and outstanding shares of Series D Preferred voting as a single class, and no other vote or approval of or other action by the holders of any capital stock of the Company is required for such approval and adoption. The Company shall not require any vote greater than that set forth in the preceding sentence for approval of the Merger Proposal.
(b) The approval of the holders of Company Notes is required under the Company Note Instruments to effect the Note Cancellation. No other vote or approval of or other action by the holders of Company Notes is required for such action.
Vote and Approval Required. No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which was delivered in connection with the execution of this Agreement) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.
Vote and Approval Required. At a meeting duly called and held, the board of directors of Apex has approved this Agreement and the transactions contemplated hereby in accordance with applicable Law, the articles of association of Apex and the applicable listing rules and regulations of Shenzhen Stock Exchange. The affirmative vote of at least two-thirds of the voting shares of Apex held by the shareholders present at the Apex Shareholder Meeting approving this Agreement, the transactions contemplated hereby (including the Merger) and the other matters set forth in Section 4.11 of the Parent Disclosure Schedule (collectively, the “Apex Shareholder Approval”) is the only vote of holders of any of Apex’s capital stock necessary in connection with the consummation of the Merger or the transactions contemplated hereby. No vote of the shareholders of Holdings or Parent or the holders of any other securities of Holdings or Parent (equity or otherwise) is required by any applicable Law, the articles of association or bylaws or other equivalent organizational documents of Holdings or Parent, for Holdings and Parent to consummate the transactions contemplated hereby. The Authorizations from Governmental Entities and shareholders that are required to be obtained by any of Apex, Holdings, Parent and Merger Sub set forth in Section 6.1 of this Agreement include all material Authorizations from Governmental Entities and shareholders that are required to be obtained in connection with the transactions contemplated hereby, including the Merger. “Authorization” when used in this Section 4.11 means: (a) an authorization, consent, approval, resolution, license, exemption, filing, notarization, lodgment or registration; or (b) in relation to anything which will be fully or partly prohibited or restricted by Law if a Governmental Entity intervenes or acts in any way within a specified period after lodgment, filing, registration or notification, the expiry of that period without intervention or action.
