Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated Transactions.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Rae Systems Inc), Agreement and Plan of Merger (Rae Systems Inc), Agreement and Plan of Merger and Reorganization (Avalon Pharmaceuticals Inc)
Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsAgreement.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Tetraphase Pharmaceuticals Inc), Agreement and Plan of Merger (Acelrx Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Opnext Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “"Required Company Stockholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ashford Com Inc), Agreement and Plan of Merger and Reorganization (Specialized Health Products International Inc), Agreement and Plan of Merger and Reorganization (Ixys Corp /De/)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “"Required Company Stockholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve Agreement, the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Sungard Data Systems Inc), Voting Agreement (Compurad Inc), Agreement and Plan of Reorganization (Etec Systems Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve the Merger or and the other Contemplated Transactions.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Marvell Technology Group LTD), Agreement and Plan of Merger (Aquantia Corp), Agreement and Plan of Merger (Cavium, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date set for the Company Stockholders’ Stockholders Meeting and entitled to vote (the “Required Company Stockholder VoteApproval”) is the only vote of the holders of any class or series of the Company’s capital stock Common Stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated Transactionstransactions contemplated thereby and hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Credence Systems Corp), Agreement and Plan of Reorganization (Nptest Holding Corp), Agreement and Plan of Reorganization (Saba Software Inc)
Vote Required. The At the Company Stockholder Meeting or any adjournment or postponement thereof, the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Stockholder Vote”) is are the only vote votes of the holders of any class or series of the Company’s capital stock of the Company necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsAgreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Crossmann Communities Inc), Agreement and Plan of Merger (Crossmann Communities Inc), Agreement and Plan of Merger (Beazer Homes Usa Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “Required Stockholder Vote”"REQUIRED COMPANY STOCKHOLDER VOTE") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve Agreement, the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Snap Appliances Inc), Agreement and Plan of Merger and Reorganization (Molecular Devices Corp), Agreement and Plan of Merger and Reorganization (Molecular Devices Corp)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Shareholder Meeting and entitled to vote (the “"Required Stockholder Company Shareholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or and approve this Agreement and approve Agreement, the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Safeguard Scientifics Inc Et Al), Agreement and Plan of Merger and Reorganization (Lipson David S), Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “"Required Company Stockholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve and consummate this Agreement and approve Agreement, the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Cypros Pharmaceutical Corp), Agreement and Plan of Reorganization (Cypros Pharmaceutical Corp), Agreement and Plan of Reorganization (Questcor Pharmaceuticals Inc)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote thereon (the “"Required Stockholder Company Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to approve and adopt or approve this Agreement and approve the Merger or transactions contemplated hereby, including the other Contemplated TransactionsMerger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Neuberger Berman Inc), Agreement and Plan of Merger (Level 3 Communications Inc), Agreement and Plan of Merger (Isotis Inc)
Vote Required. The affirmative vote of the holders of a majority in voting power of the outstanding shares of Company Common Stock outstanding on entitled to vote thereon at the record date for the Company Stockholders’ Meeting and entitled to vote in favor of the adoption of this Agreement (the “Required Requisite Stockholder VoteApproval”) is the only vote or consent of the holders of any class or series of Equity Interests in the Company’s capital stock necessary Company that is required to adopt or approve authorize this Agreement or to consummate the Mergers and approve the Merger or the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Matterport, Inc./De), Agreement and Plan of Merger and Reorganization (Matterport, Inc./De), Agreement and Plan of Merger and Reorganization (Costar Group, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company StockholdersShareholders’ Meeting and entitled to vote (the “Required Stockholder Company Shareholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (WEB.COM, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date set for the Company Stockholders’ Shareholders Meeting and entitled to vote (the “Required Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated Transactionstransactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sattel Global Networks Inc), Agreement and Plan of Merger (Sattel Global Networks Inc), Agreement and Plan of Merger (Sattel Global Networks Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Shareholder Meeting and entitled to vote (the “Required Stockholder Vote”"REQUIRED COMPANY SHAREHOLDER VOTE") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or and approve this Agreement and approve the Merger or the other Contemplated TransactionsMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Siebel Systems Inc), Agreement and Plan (Scopus Technology Inc), Agreement and Plan (Scopus Technology Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares voting power of the Company Common Stock Shares outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Company Stockholder Vote”) ), if applicable, is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Symyx Technologies Inc), Agreement and Plan of Merger (Symyx Technologies Inc), Agreement and Plan of Merger (Symyx Technologies Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “"Required Company Stockholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and otherwise approve the Merger or the other Contemplated TransactionsMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cuseeme Networks Inc), Agreement and Plan (First Virtual Communications Inc), Agreement and Plan of Merger (Cuseeme Networks Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “Required Stockholder Vote”"REQUIRED STOCKHOLDER VOTE") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve Agreement, the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Coin Merchandising Inc), Agreement and Plan of Merger (American Coin Merchandising Inc), Agreement and Plan of Merger (American Coin Merchandising Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote in favor of adopting this Agreement (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock stock, or any holders of any other securities of the Company (including the Company Convertible Notes), necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lockheed Martin Corp), Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.), Agreement and Plan of Merger
Vote Required. The If required under applicable Law, the affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Shareholder Meeting (as defined in Section 6.1 below), and entitled to vote (the “Required Stockholder Company Shareholder Vote”) ), is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and Agreement, approve the Merger or consummate any of the other Contemplated Transactionstransactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Black Box Corp), Agreement and Plan of Merger (Norstan Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares Shares outstanding as of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (' Meeting, required under the “Required Stockholder Vote”) DGCL, is the only vote of the holders of any class or series of the Company’s capital stock of the Company necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated Transactionsand this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Crane Co /De/), Agreement and Plan of Merger (Crane Co /De/), Agreement and Plan of Merger (Signal Technology Corp)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Shareholders Meeting and entitled to vote (the “Required Stockholder Shareholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock that may be necessary to adopt or approve this Agreement and approve in connection with the Merger or consummation of the other Contemplated TransactionsMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Abc-Mart, Inc.), Agreement and Plan of Merger (Abc-Mart, Inc.), Agreement and Plan of Merger (Lacrosse Footwear Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date set for the Company Stockholders’ Stockholders Meeting and entitled to vote (the “Required Stockholder Vote”as defined in Section 3.27 hereof) is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated Transactionstransactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Pairgain Technologies Inc /Ca/)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “"Required Stockholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock that may be necessary to adopt or approve this Agreement and approve in connection with the Merger or consummation of the other Contemplated TransactionsMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (Dts, Inc.), Agreement and Plan of Merger and Reorganization (SRS Labs Inc)
Vote Required. The If required under applicable Legal Requirements, the affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and Agreement, approve the Merger or consummate any of the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Starbase Corp), Agreement and Plan of Merger (Borland Software Corp)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (INPHI Corp), Agreement and Plan of Merger and Reorganization (Marvell Technology Group LTD), Agreement and Plan of Merger (ADESTO TECHNOLOGIES Corp)
Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “"Required Company Stockholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsAgreement.
Appears in 3 contracts
Samples: Iii Agreement and Plan of Merger and Reorganization (Adobe Systems Inc), Iii Agreement and Plan of Merger and Reorganization (Adobe Systems Inc), Iii Agreement and Plan of Merger and Reorganization (Macromedia Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Shareholders' Meeting and entitled to vote (the “"Required Stockholder Company Shareholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve Agreement, the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 3 contracts
Samples: 6 Agreement and Plan of Merger and Reorganization (Sequana Therapeutics Inc), 6 Agreement and Plan of Merger and Reorganization (Arris Pharmaceutical Corp/De/), 6 Agreement and Plan of Merger and Reorganization (Sequana Therapeutics Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Requisite Stockholder VoteApproval”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement or approve this Agreement and approve the Merger or the other Contemplated TransactionsMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vaughan Foods, Inc.), Agreement and Plan of Merger (Ebay Inc), Agreement and Plan of Merger (Gsi Commerce Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote in favor of adopting this Agreement (the “Required Company Stockholder VoteApproval”) is the only vote of the holders of any class or series of the Company’s capital stock stock, or any holders of any other securities of the Company, necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Instruments Corp), Agreement and Plan of Merger (Emerson Electric Co)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date set for the Company Stockholders’ Stockholders Meeting and entitled to vote (the “Required Stockholder Vote”as defined in Section 5.2 hereof) is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated Transactionstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Centigram Communications Corp)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date set for the Company Stockholders’ Shareholders Meeting and entitled to vote (the “Required Stockholder Vote”as defined in Section 3.26 hereof) is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated Transactionstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Qlogic Corp), Agreement and Plan of Merger (Qlogic Corp)
Vote Required. The At the Company Stockholder Meeting or any adjournment or postponement thereof, the affirmative vote of the holders of a majority of the shares votes cast by the holders of the Class A Common Stock voting as a class, the Class B Common Stock voting as a class, and the Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (at the “Required Company Stockholder Vote”) is Meeting are the only vote votes of the holders of any class or series of the Company’s capital stock of the Company necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsAgreement.
Appears in 2 contracts
Samples: Vii Agreement and Plan of Merger (Schuler Homes Inc), Agreement and Plan of Merger (Horton D R Inc /De/)
Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote Consent (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsCompany Proposals (as defined in Section 5.2(a)).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Broadcast International Inc), Agreement and Plan of Merger and Reorganization (Alldigital Holdings, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote Record Date (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Spectrian Corp /Ca/), Agreement and Plan of Merger and Reorganization (Spectrian Corp /Ca/)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Parent Common Stock outstanding on the record date for the Company Parent Stockholders’ ' Meeting and entitled to vote (the “"Required Parent Stockholder Vote”") is the only vote of the holders of any class or series of the Company’s Parent's capital stock necessary to adopt or and approve this Agreement and approve Agreement, the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Gene Logic Inc), Agreement (Oncormed Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote in favor of adopting this Agreement (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock stock, or any holder of any other security of the Company, necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Landos Biopharma, Inc.), Agreement and Plan of Merger (Catalent, Inc.)
Vote Required. The affirmative vote (or written consent) of each of (i) the holders of a majority of the outstanding voting rights of the Company Capital Stock and (ii) the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote Preferred Stock (collectively, the “Required Company Stockholder Vote”) ), is the only vote (or written consent) of the holders of any class or series of the Company’s capital stock Company Capital Stock necessary to adopt or and approve this Agreement and approve the Merger or the other Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Kubient, Inc.), Agreement and Plan of Merger and Reorganization (Kubient, Inc.)
Vote Required. The affirmative vote of the holders of a majority 66 2/3% of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “"Required Company Stockholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Broadvision Inc), Agreement and Plan of Merger and Reorganization (Interleaf Inc /Ma/)
Vote Required. The affirmative vote of (i) the holders of a majority of the shares of Company Common Stock and Company Preferred Stock voting together as a single class and (ii) the holders of 66 2/3% of the Company Preferred Stock voting as a separate class, each outstanding on the record date for the Company Stockholders’ Meeting Stockholder Written Consent and entitled to vote thereon (the “Required Company Stockholder Vote”) ), is the only vote of the holders of any class or series of the Company’s capital stock Company Capital Stock necessary to adopt or and approve this Agreement and approve the Merger or the other Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Synlogic, Inc.), Agreement and Plan of Merger and Reorganization (Mirna Therapeutics, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “"Required Stockholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or and approve this Agreement and approve Agreement, the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cooper & Chyan Technology Inc), Agreement and Plan of Merger (Cadence Design Systems Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “"Required Company Stockholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement Agreement, the Merger and the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, no vote of the holders of Company Preferred Stock is necessary to approve this Agreement, the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Applied Materials Inc /De), Agreement and Plan of Merger and Reorganization (Consilium Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote in favor of adopting this Agreement (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock stock, or any holders of any other securities of the Company, necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (L3harris Technologies, Inc. /De/), Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote Shares (the “Required Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock that would be necessary under applicable Law and the Certificate of Incorporation and Bylaws to adopt adopt, approve or approve authorize this Agreement and approve consummate the Merger or and other transactions contemplated hereby in their capacity as stockholders of the other Contemplated TransactionsCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peregrine Semiconductor Corp), Agreement and Plan of Merger (Peregrine Semiconductor Corp)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Requisite Stockholder VoteApproval”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and Agreement, approve the Merger or consummate the other Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Altera Corp), Agreement and Plan of Merger (Intel Corp)
Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement or otherwise authorize and approve the Merger or the other Contemplated TransactionsMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Accelrys, Inc.), Agreement and Plan of Merger and Reorganization (Accelrys, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “"Required Company Stockholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve or consummate the Merger or the other Contemplated Transactionstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Allos Therapeutics Inc), Agreement and Plan of Merger And (Amag Pharmaceuticals Inc.)
Vote Required. The affirmative vote (or written consent in a form reasonably acceptable to Parent) of the holders of a majority of the shares of Company Common Stock outstanding on the record date for (collectively, the “Company Stockholders’ Meeting Stockholder Written Consent” and entitled to such vote (thereon, the “Required Company Stockholder Vote”) ), is the only vote (or written consent) of the holders of any class or series of the Company’s capital stock Company Capital Stock necessary to adopt or and approve the Company Stockholder Matters, including this Agreement and approve the Merger or the other Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Rexahn Pharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (Rexahn Pharmaceuticals, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date for entitled to vote thereon at the Company Stockholders’ Meeting and entitled to vote in favor of the adoption of this Agreement (the “Required Company Stockholder VoteApproval”) is the only vote or consent of holders of Securities of the holders of any class or series of the Company’s capital stock necessary Company that is required to adopt or approve authorize this Agreement and approve or to consummate the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (K2m Group Holdings, Inc.), Agreement and Plan of Merger (Entellus Medical Inc)
Vote Required. The affirmative vote of the holders (or written consent) of a majority of the shares outstanding Company Preferred Stock voting together as a class and a majority of the outstanding Company Common Capital Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote voting together as a class (collectively, the “Required Company Stockholder Vote”) ), is the only vote (or written consent) of the holders of any class or series of the Company’s capital stock Company Capital Stock necessary to adopt or and approve this Agreement and approve the Merger or the other Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (MorphImmune Inc.), Agreement and Plan of Merger and Reorganization (Immunome Inc.)
Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Stockholders Meeting and entitled to vote (the “Required Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement (the “Required Company Stockholder Vote”) and approve the Merger or consummate the other Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tidewater Inc), Agreement and Plan of Merger (Gulfmark Offshore Inc)
Vote Required. The affirmative vote of the holders of a majority all of the shares of Company Common Stock Shares each outstanding on the record date for the Company Stockholders’ Meeting Shareholder Written Consent and entitled to vote thereon, voting as a single class (the “Required Stockholder Company Shareholder Vote”) ), is the only vote of the holders of any class or series of the Company’s capital stock Company Capital Stock necessary to adopt or and approve this Agreement and the other Transaction Documents and approve the Merger Contemplated Transactions. No interest in the Company is subject to any appraisal or dissenters rights in connection with the other Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TRxADE HEALTH, INC), Agreement and Plan of Merger (TRxADE HEALTH, INC)
Vote Required. The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of the Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (at the “Required Company Stockholder Vote”) Meeting is the only vote required (under applicable Law, the Company Charter, the Company By-Laws, or otherwise) of the holders of any class or series of the Company’s capital stock necessary or other equity securities of the Company to adopt or approve this Agreement and approve the Merger or transactions contemplated hereby (including the other Contemplated TransactionsMerger) (the “Company Stockholder Approval”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Midamerican Energy Holdings Co /New/), Agreement and Plan of Merger (Nv Energy, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on Total Votes entitled to be cast at the record date for the Company Stockholders’ Meeting (and the affirmative vote of a majority of all votes entitled to vote (be cast by the “Required Stockholder Vote”holders of the Series A Serial Preferred Stock and the holders of Common Stock, voting as separate classes) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and Agreement, approve the Merger or consummate any of the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elizabeth Arden Inc), Agreement and Plan of Merger (Revlon Inc /De/)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “"Required Company Stockholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and otherwise approve the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Applied Micro Circuits Corp), Exhibit 1 (Applied Micro Circuits Corp)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Seller Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote at Seller Stockholders' Meeting (the “Required Stockholder Vote”"REQUIRED SELLER STOCKHOLDER VOTE") is the only vote of the holders of any class or series of the Company’s Seller's capital stock necessary to adopt this Agreement, approve or approve this Agreement and approve the Merger or consummate any of the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Animas Corp), Asset Purchase Agreement (Cygnus Inc /De/)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote upon adoption of this Agreement at the Company Stockholders Meeting (the “Required Stockholder Company Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve consummate the Merger or the other Contemplated Transactionstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wellpoint, Inc), Agreement and Plan of Merger (Amerigroup Corp)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock and a majority of the shares of Preferred Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “"Required Stockholder Company Shareholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement Agreement, the Merger, the Charter Amendment and approve the Merger or the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Softbank Holdings Inc Et Al), Agreement and Plan of Merger and Reorganization (Messagemedia Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of the Company Common Stock outstanding on the record date set for the Company Stockholders’ Stockholders Meeting and entitled to vote (the “Required Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock Shares outstanding on the record date for the Company Stockholders’ Stockholders Meeting and entitled to vote (the “Required Stockholder Vote”) thereat is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve for the adoption of this Agreement and approve by the Company or for the Company to consummate the Merger or and the other Contemplated Transactionstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Topps Co Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock and the Company Series A Preferred Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote ' Meeting, voting together as a single class (the “"Required Company Stockholder Vote”) "), is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Exelixis Inc), Agreement and Plan of Merger and Reorganization (Agritope Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock and the affirmative vote of the holders of shares of the Company Preferred Stock (calculated on an as-converted basis), voting as separate classes, outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “"Required Company Stockholder Vote”") is are the only vote votes of the holders of any class or series of the Company’s 's capital stock necessary to adopt or and approve this Agreement and approve Agreement, the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement (Oncormed Inc), Agreement and Plan of Merger and Reorganization (Gene Logic Inc)
Vote Required. The affirmative vote of the holders of a majority shares representing two-thirds of the shares votes cast by the holders of Company Common Stock outstanding on the record date for and Company Preferred Shares voting together as a single class at the Company Stockholders’ Shareholders Meeting and entitled to vote approve this Agreement (the “"Required Stockholder Company Vote”") is the only vote of the holders of any class or series of the Company’s Company capital stock necessary to adopt or approve this Agreement and approve the Merger or and the other Contemplated Transactionstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pepsico Inc), Agreement and Plan of Merger (Quaker Oats Co)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “Required Stockholder Vote”"REQUIRED COMPANY STOCKHOLDER VOTE") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Genomica Corp /De/), Agreement and Plan of Merger and Reorganization (Exelixis Inc)
Vote Required. The affirmative vote of the holders of a majority two-thirds of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “Required Stockholder Vote”"REQUIRED COMPANY STOCKHOLDER VOTE") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and otherwise approve the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lancer Corp /Tx/), Agreement and Plan of Merger (Lancer Corp /Tx/)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Buyer Common Stock outstanding on the record date for the Company Stockholders’ Buyer Record Date at a duly constituted Buyer Special Meeting and entitled to vote (the “Required Stockholder Buyer Shareholder Vote”) is the only vote of the holders of any class or series of the CompanyBuyer’s capital stock necessary to adopt or approve this Agreement and approve the Merger or issuance of the other Contemplated TransactionsBuyer Common Stock in consideration with the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Spectrian Corp /Ca/), Agreement and Plan of Merger and Reorganization (Spectrian Corp /Ca/)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and Agreement, approve the Merger or consummate the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Foundry Networks Inc), Agreement and Plan of Merger (Foundry Networks Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date set for the Company Stockholders’ Stockholders Meeting and entitled to vote (the “Required Stockholder Vote”as defined in Section 3.26 hereof) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated Transactionstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Microsemi Corp), Voting Agreement (Advanced Power Technology Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and Shares entitled to vote thereon and present in person or by proxy at a meeting in which a majority in voting power of the Company Shares (the “Company Required Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock shares necessary to adopt or approve this Agreement and approve obtain the Merger or the other Contemplated TransactionsCompany Shareholder Approval.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (4D Pharma PLC), Agreement and Plan of Merger (Longevity Acquisition Corp)
Vote Required. The affirmative vote of the holders of (a) a majority of the shares of Company Common Stock and Company Preferred Stock, voting as a single class, outstanding on the record date for the Company Stockholder's Meeting and (b) a majority of the shares of Company Preferred Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote adopt this Agreement (the “"Company Required Stockholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve consummate the transactions contemplated by this Agreement and approve the Merger or the other Contemplated TransactionsAgreement.
Appears in 2 contracts
Samples: Merger Agreement (Abb Asea Brown Boveri LTD), Merger Agreement (Paradigm Technology Inc /De/)
Vote Required. (a) The affirmative vote of the holders (including Purchaser following its acceptance of Shares for payment under the Offer) of a majority of the shares outstanding voting power of Company Common Stock the outstanding on the record date for the Company Stockholders’ Meeting Shares and entitled to vote Class B Shares, voting together as a single class (the “Required Company Stockholder VoteApproval”) ), if necessary to approve the Merger, is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Whitehall Jewellers Inc), Agreement and Plan of Merger (Whitehall Jewellers Inc)
Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock Capital Stock, voting as a single class and outstanding on as of the record date for of this Agreement and the affirmative vote of a majority of the voting power of all shares of Company Stockholders’ Meeting Preferred Stock, voting as a single class and entitled to vote outstanding as of the date of this Agreement (the “Required Company Stockholder Vote”) is are the only vote votes of the holders of any class or series of the Company’s capital stock Company Capital Stock necessary to adopt or approve this Agreement and approve or consummate the Merger or the other Contemplated Transactionstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (TEKMIRA PHARMACEUTICALS Corp), Agreement and Plan of Merger and Reorganization (TEKMIRA PHARMACEUTICALS Corp)
Vote Required. The affirmative vote (or written consent) of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting Stockholder Written Consent and entitled to vote thereon (the “Required Company Stockholder Vote”) ), is the only vote (or written consent) of the holders of any class or series of the Company’s capital stock Company Capital Stock necessary to adopt or and approve this Agreement and approve the Merger or the other Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Edge Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Apricus Biosciences, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (meeting of the “Required Stockholder Vote”) Company's stockholders is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsTransactions and adopt this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (H Power Corp), Agreement and Plan of Merger (Plug Power Inc)
Vote Required. The If required by applicable Legal Requirements, the affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allos Therapeutics Inc), Agreement and Plan of Merger (Spectrum Pharmaceuticals Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting stockholder vote and entitled to vote (the “Required Stockholder Vote”) thereon is the only vote of the holders of any class or series of the Company’s capital stock Company Capital Stock necessary to adopt or and approve this Agreement and approve the Merger or Company Stockholder Matters (the other Contemplated Transactions“Required Company Stockholder Vote”).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (OncoMed Pharmaceuticals Inc)
Vote Required. The affirmative vote of the holders of a majority two-thirds of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and otherwise approve the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hoshizaki America, Inc.)
Vote Required. The affirmative vote of the holders of a majority more than 66-2/3 % of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote approve this Agreement (the “Required Stockholder Vote”"REQUIRED COMPANY VOTE") is the only vote of the holders of any class or series of the Company’s Company capital stock necessary to adopt or approve this Agreement consummate the transactions contemplated hereby and approve by the Merger or the other Contemplated TransactionsOption Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Trigon Healthcare Inc)
Vote Required. The affirmative vote of the holders of a majority two-thirds of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote Stockholders Meeting, voting as a single class (the “Required Company Stockholder Vote”) ), is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ecology & Environment Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock and Preferred Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Stockholder Vote”) vote, voting together as one voting group, is the only vote of the holders of any class or series of the Company’s capital stock Metermaster Stock necessary to adopt or approve this Agreement and approve the Merger or consummation of the other Contemplated TransactionsMerger.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority more than 66-2/3% of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote approve this Agreement (the “"Required Stockholder Company Vote”") is the only vote of the holders of any class or series of the Company’s Company capital stock necessary to adopt or approve this Agreement consummate the transactions contemplated hereby and approve by the Merger or the other Contemplated TransactionsOption Agreement.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of at least a majority of the shares of Company Common Stock outstanding on the record date set for the Company Stockholders’ Stockholder Meeting and entitled to vote (the “Required Stockholder Vote”as defined below) is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated Transactionstransactions contemplated hereby.
Appears in 1 contract
Vote Required. The affirmative vote votes, at a duly called and held meeting of the stockholders, of the holders of a majority of the outstanding shares of Company the Seller’s Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote thereon (the “Required Stockholder Vote”) is are the only vote votes of the holders of any class or series of the Company’s shares of capital stock of the Seller necessary to adopt or approve this Agreement Agreement, the Transaction Documents and approve the Merger transactions contemplated hereby or the other Contemplated Transactionsthereby.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Shareholders' Meeting and entitled to vote (the “Required Stockholder Vote”"REQUIRED COMPANY SHAREHOLDER VOTE") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or and approve this Agreement and approve the Merger or and the other Contemplated TransactionsReverse Stock Split.
Appears in 1 contract
Samples: 6 Agreement and Plan of Merger (Interlinq Software Corp)
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote upon adoption of this Agreement at the Company Stockholders Meeting (the “Required Stockholder Company Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve consummate the Merger or the other Contemplated Transactionstransactions contemplated hereby.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Parent Common Stock outstanding on the record date for the Company Stockholders’ Meeting meeting of Parent’s shareholders called for the purpose of voting on this Agreement and entitled to vote the transactions contemplated hereby (the “Required Stockholder VoteShareholder Meeting”) ), is the only vote of the holders of any class or series of the CompanyParent’s capital stock necessary to approve and adopt or approve this Agreement and approve the Merger or the other Contemplated Transactionstransactions contemplated hereby.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsAgreement.
Appears in 1 contract
Samples: Agreement of Merger (Synopsys Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Seller Common Stock outstanding on the record date for the Company Stockholders’ Seller Stockholder Meeting and entitled to vote thereon (the “Required Stockholder Vote”) is and the approval of Seller as the sole stockholder of the Company following the Restructuring are the only vote votes or consents of the holders of any class or series of Seller’s or the Company’s capital stock necessary to adopt or approve this Agreement and approve the Merger or transactions contemplated hereby, including the other Contemplated Transactionssale of the Shares and the authorization of the Company Charter Amendment.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of outstanding Common Stock, voting together as a majority single class, representing at least two-thirds of all the shares votes entitled to be cast thereupon by holders of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Requisite Stockholder VoteApproval”) is the only vote of the holders of any class or series securities of the Company’s capital stock Company that is necessary to approve and adopt or approve this Agreement and approve the Merger or the other Contemplated Transactionstransactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apac Customer Services, Inc)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock stock, or any holders of any other US-LEGAL-11446530/6 174293-0017 3089529.v7 securities of any Acquired Company, necessary to adopt adopt, approve or approve authorize this Agreement and approve or authorize the Merger or the other Contemplated TransactionsMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Shift Technologies, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Stockholders Meeting and entitled to vote (the “Required Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated TransactionsAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ardea Biosciences, Inc./De)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date set for the Company Stockholders’ Stockholders Meeting and entitled to vote (the “Required Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated Transactionstransactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Geotel Communications Corp)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting Stockholder Written Consent and entitled to vote thereon (the “Required Company Stockholder Vote”) ), is the only vote of the holders of any class or series of the Company’s capital stock Company Common Stock necessary to adopt or and approve this Agreement and approve the Merger or the other Contemplated Transactions.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company StockholdersShareholders’ Meeting and entitled to vote (the “Required Stockholder Shareholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated Transactions.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote at the Republic Stockholders Meeting on the adoption of this Agreement (the “Required Stockholder Republic Vote”) is the only vote of the holders of any class or series of the Company’s Republic capital stock necessary to adopt or approve this Agreement and approve the Merger or transactions contemplated hereby (including the other Contemplated TransactionsMerger).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Republic Companies Group, Inc.)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting and entitled to vote (the “Required Stockholder Vote”"REQUIRED COMPANY STOCKHOLDER VOTE") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Med-Design Corp)
Vote Required. The affirmative vote of the holders of a majority two-thirds of the shares of Company Common Stock Stock, voting as a single class, outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote Company's stockholders' meeting (or the “Required Stockholder Vote”written consent in lieu thereof) is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt or approve this Agreement and approve the Merger or and the other Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Inhale Therapeutic Systems Inc)
Vote Required. The affirmative vote on the approval of this Agreement of the holders of a majority of the shares of Company Common Stock Shares outstanding on the record date for the meeting of shareholders of Company Stockholders’ Meeting and entitled to vote described in Section 7.1 (the “Required Stockholder Shareholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement and or approve the Merger or the other Contemplated Transactionsotherwise in connection with any Transaction.
Appears in 1 contract
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Purchaser Common Stock outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote thereon and present in person or by proxy at a meeting in which a majority in voting power of the Purchaser Common Stock (the “Purchaser Required Stockholder Vote”) is the only vote of the holders of any class or series of the CompanyPurchaser’s share capital stock necessary to adopt or approve this Agreement and approve obtain the Merger or the other Contemplated TransactionsPurchaser Shareholder Approval.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Opes Acquisition Corp.)
Vote Required. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date set for the Company Stockholders’ Stockholders Meeting and entitled to vote (the “Required Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock 's Capital Stock necessary to adopt or approve this Agreement and approve the Merger or the other Contemplated Transactionstransactions contemplated thereby and hereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Novellus Systems Inc)
