Common use of Vote Required Clause in Contracts

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 (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 this Agreement.

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 AgreementAgreement and approve the Merger or the other Contemplated Transactions.

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 (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 this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

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 (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 approve this Agreement, the Merger and the other transactions contemplated by this Agreement.

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 (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 this AgreementAgreement and approve the Merger and the other Contemplated Transactions.

Vote Required. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting 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 's capital stock necessary to approve and adopt this AgreementAgreement and the transactions contemplated hereby, including the Merger.

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’ Shareholder Meeting (the “"Required Company Stockholder Shareholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt and approve this Agreement, the Merger and the other transactions contemplated by this Agreement.

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 set for the Company Stockholders’ Stockholders Meeting (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 approve this AgreementAgreement and the transactions contemplated thereby and hereby.

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 (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 approve and consummate this Agreement, the Merger and the other transactions contemplated by this Agreement.

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 (the “Required Company 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 approve this Agreement, the Merger and the other transactions contemplated by this Agreement.

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’ Shareholders' Meeting (the “"Required Company Stockholder Shareholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt approve this Agreement, the Merger and the other transactions contemplated by this Agreement.

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 StockholdersShareholders’ Meeting (the “Required Company Stockholder Shareholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

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’ Shareholder Meeting (the “Required Company 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 and approve this AgreementAgreement and the Merger.

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 set for the Company Stockholders’ Stockholders Meeting (the “Required Company 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 approve this AgreementAgreement and the transactions contemplated hereby.

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 (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 this Agreement.

Vote Required. The affirmative vote of the holders of at least (i) a majority of the voting power outstanding shares of the shares of Company Common Stock outstanding on the record date for and the Company Stockholders’ Meeting Series A Preferred Stock, voting together as a single class, and (ii) a majority of the outstanding shares of the Company Series A Preferred Stock, voting as a separate 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 and approve this Agreement, the Merger and the other transactions contemplated by this Agreement.

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 (the “Required Company 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 AgreementAgreement or approve the Merger.

Vote Required. The affirmative vote (or written consent) 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 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 and approve this AgreementAgreement and approve the Contemplated Transactions.

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 (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 this AgreementAgreement and approve the Merger.

Vote Required. The affirmative vote of the holders of a majority of the voting power Shares outstanding as of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (' Meeting, required under the “Required Company 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 approve the Merger and this Agreement.

Vote Required. The affirmative vote of the holders of a majority of the 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 in favor of the adoption of this Agreement (the “Required Company Requisite Stockholder VoteApproval”) is the only vote or consent of the holders of any class Equity Interests in the Company that is required to authorize this Agreement or series of to consummate the Company’s capital stock necessary to adopt Mergers and the other transactions contemplated by this Agreement.

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 (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 this AgreementAgreement and otherwise approve the Merger.

Vote Required. The If required under 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 (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 this Agreement, approve the Merger or consummate any of the other transactions contemplated by this Agreement.

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’ Shareholders Meeting and entitled to vote (the “Required Company 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 this Agreementin connection with the consummation of the Merger.

Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock Shares outstanding on the record date for the Company Stockholders’ Meeting (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 this AgreementAgreement and approve the Merger.

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 that may be necessary to adopt this Agreementin connection with the consummation of the Merger.

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 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 this AgreementAgreement and approve the Merger.

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 (the “Required Company 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 approve this Agreement, the Merger and the other transactions contemplated by this Agreement.

Vote Required. The If required under applicable Law, 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’ Shareholder Meeting (as defined in Section 6.1 below), and entitled to vote (the “Required Company Stockholder Shareholder Vote”) ), is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement, approve the Merger or consummate any of the other transactions contemplated hereby.

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 (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 and approve this Agreement, the Merger and the other transactions contemplated by this Agreement.

Vote Required. The affirmative vote of the holders of a majority of the voting power two-thirds of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting (the “Required Company 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 this Agreement and otherwise approve the Merger and the other transactions contemplated by this Agreement.

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 (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 approve this 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 transactions contemplated by this Agreement.

Vote Required. The affirmative vote of the holders of a majority shares representing two-thirds of the voting power of votes cast by the shares 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 to approve this Agreement (the “"Required Company Stockholder Vote”") is the only vote of the holders of any class or series of the Company’s Company capital stock necessary to adopt approve this AgreementAgreement and the Merger and the other transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the voting power 66 2/3% of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ ' Meeting (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 this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

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 set for the Company Stockholders’ Stockholders Meeting in favor of the adoption of this Agreement and the transactions contemplated hereby (the “Required Company Requisite Stockholder VoteApproval”) is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve this Agreement and the transactions contemplated hereby under applicable Law and the Certificate of Incorporation and Bylaws of the Company’s capital stock necessary to adopt this Agreement.

Vote Required. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting to adopt 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 necessary to approve and adopt this AgreementAgreement and to consummate the Merger and the other transactions contemplated hereby and by the other Transaction Agreements.

Vote Required. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of Company Common Stock outstanding on the record date for and Company Convertible Preferred Stock (voting together with the Company Stockholders’ Meeting Common Stock on an as converted basis) to adopt this Agreement (the “Required "Company Stockholder Vote”Approval") is the only vote of the holders of any class or series of the Company’s Company capital stock necessary to adopt this Agreementconsummate the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock and the Company Series A Preferred Stock outstanding on the record date for the Company Stockholders’ Meeting ' 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 this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Vote Required. The affirmative vote of the holders of a majority of the voting power of Total Votes entitled to be cast at the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (and the “Required Company Stockholder Vote”affirmative vote of a majority of all votes entitled to be cast by the 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 approve this Agreement, approve the Merger or consummate any of the other transactions contemplated by this Agreement.

Vote Required. The affirmative vote of the holders of the number of Shares of Company Common Stock entitled to be cast, consisting of a majority of the total voting power of the shares all Shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (the “Required Company Stockholder Vote”) outstanding, approving this Agreement, is the only vote of the holders of any series or class or series of common stock required to approve and adopt the Company’s capital stock necessary plan of merger in this Agreement and to adopt this Agreementapprove the Merger.

Vote Required. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (the “Required Company Stockholder VoteStockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote of the holders of any class or series of the Company’s capital stock or other Equity Interests of the Company necessary to adopt this Agreement, and to consummate the transactions contemplated hereby.

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 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 this AgreementAgreement and approve the Merger.

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 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 this Agreementapprove the Company Proposals (as defined in Section 5.2(a)).

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 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 this Agreement.

Vote Required. The affirmative vote of the holders of a majority of the voting power shares of the shares of Company Common Stock outstanding on the record date set for the Company Stockholders’ Stockholders Meeting (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 this Agreement.

Vote Required. The affirmative vote on the approval of this Agreement of the holders of a majority of the voting power of the shares of Company Common Stock Shares outstanding on the record date for the meeting of shareholders of the Company Stockholders’ Meeting described in Section 7.1 (the “Required Company Stockholder Shareholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt approve this AgreementAgreement or approve the Merger or otherwise in connection with any Transaction.

Vote Required. The affirmative vote of the holders of a majority of the voting power shares of Company Common Stock and a majority of the shares of Company Common Preferred Stock outstanding on the record date for the Company Stockholders’ Meeting (the “"Required Company Stockholder Shareholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt approve this Agreement, the Merger, the Charter Amendment and the other transactions contemplated by this Agreement.

Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock and Company Series A Preferred Stock, voting together on an as-converted basis, 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 AgreementAgreement and approve the Merger or the other Contemplated Transactions.

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 (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 this Agreement.

Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Company Seller Common Stock outstanding on the record date for the Company and entitled to vote at Seller Stockholders’ ' Meeting (the “Required Company 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 consummate any of the other transactions contemplated by this Agreement.

Vote Required. The affirmative vote of the holders of a majority of the voting power 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 (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 and approve this Agreement, the Merger and the other transactions contemplated by this Agreement.

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 entitled to vote at the Company Stockholders’ Stockholder Meeting (the “Required Company Stockholder Vote”) 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 approve this AgreementAgreement and the transactions contemplated hereby (including the Merger) (the “Company Stockholder Approval”).

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 (the “Required Company Stockholder VoteApproval”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this AgreementAgreement and otherwise approve and consummate the Merger and the other transactions contemplated by this Agreement as set forth herein.

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 (the “Required Company 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, approve the Merger or consummate the Contemplated Transactions.

Vote Required. The affirmative vote of the holders of ------------- the number of Shares of Company Common Stock entitled to be cast, consisting of a majority of the total voting power of the shares all Shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (the “Required Company Stockholder Vote”) outstanding, approving this Agreement, is the only vote of the holders of any series or class or series of common stock required to approve and adopt the plan of merger in this Agreement and to approve the Merger of the outstanding shares of the Company’s capital stock necessary to adopt this Agreement.

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 set for the Company Stockholders’ Stockholders Meeting in favor of the adoption of this Agreement (the “Required Company Requisite Stockholder VoteApproval”) is the only vote of the holders of any class or series of Company’s Capital Stock necessary to approve this Agreement and the transactions contemplated hereby under applicable law and the Certificate of Incorporation and Bylaws of the Company’s capital stock necessary to adopt this Agreement.

Vote Required. The affirmative vote of the holders of outstanding Company Common Stock representing at least a majority of all the voting power of the shares votes entitled to be cast thereupon by holders of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (the “Required Company 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 adopt this AgreementAgreement or approve the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of Company Common Stock outstanding on the record date for entitled to vote upon adoption of this Agreement at the Company Stockholders’ Stockholders Meeting (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 this Agreementconsummate the transactions contemplated hereby.

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 (the “Required Company 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 this AgreementAgreement and approve the Merger.

Vote Required. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (the “Required Company Stockholders”) to adopt this Agreement (the “Company Stockholder VoteApproval”) is the only vote of the holders of any class or series of the Company’s capital stock or other Equity Interests of the Company necessary to adopt this Agreement, and to consummate the Transactions.

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 set for the Company Stockholders’ Stockholders Meeting (the “Required Company 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 approve this AgreementAgreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders (or written consent) of a majority of the outstanding Company Preferred Stock voting power together as a class and a majority of the shares of outstanding Company Common Capital Stock outstanding on the record date for the Company Stockholders’ Meeting 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 and approve this AgreementAgreement and approve the Contemplated Transactions.

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 (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 this AgreementAgreement (the “Required Company Stockholder Vote”) and consummate the other Contemplated Transactions.

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 (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 this AgreementAgreement or consummate the transactions contemplated hereby.

Vote Required. The affirmative vote of (i) the holders of a majority of the voting power 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 and approve this AgreementAgreement and approve the Contemplated Transactions.

Vote Required. The affirmative vote of the holders of a majority all of the voting power 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 Company Stockholder 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 and approve this AgreementAgreement and the other Transaction Documents and approve the Contemplated Transactions. No interest in the Company is subject to any appraisal or dissenters rights in connection with the Contemplated Transactions.

Vote Required. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of Company Common Stock outstanding on entitled to vote thereon in favor of the record date for the Company Stockholders’ Meeting adoption of this Agreement (the “Required Company Stockholder Vote”) is the only vote or consent of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement.

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 set for the Company Stockholders’ Shareholders Meeting (the “Required Company 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 approve this AgreementAgreement and the transactions contemplated hereby.

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 (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 this AgreementAgreement or otherwise authorize and approve the Merger.

Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock Shares outstanding on the record date for the Company Stockholders’ Stockholders Meeting (the “Required Company Stockholder Vote”) and entitled to vote thereat is the only vote of the holders of any class or series of the Company’s 's capital stock necessary for the adoption of this Agreement by the Company or for the Company to adopt this Agreementconsummate the Merger and the other transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the voting power 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 (the “Required Company 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 this AgreementAgreement and approve the issuance of the Buyer Common Stock in consideration with the Merger.

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 (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 this Agreement, approve the Merger or consummate the transactions contemplated by this Agreement.

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 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 this AgreementAgreement and approve the Merger.

Vote Required. The affirmative vote of the holders of (a) a majority of the voting power 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 to adopt this Agreement (the “"Company 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 consummate the transactions contemplated by this Agreement.

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 set for the Company Stockholders’ Stockholders Meeting (the “Required Company 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 approve this AgreementAgreement and the transactions contemplated hereby.

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 (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 this Agreement and otherwise approve the Merger and the other transactions contemplated by this Agreement.

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 set for the Company Stockholders’ Stockholders Meeting (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 approve the Mergers, this Agreement, each Company Ancillary Agreement and the transactions and actions contemplated thereby and hereby.

Vote Required. The affirmative vote of the holders of a majority of the voting power outstanding shares of Seller Common Stock (the "Required Seller Stockholders") is necessary to approve this Agreement and the transactions contemplated thereby. The affirmative vote of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (the “Required Company Stockholder Vote”) Seller Stockholders is the only vote of the holders of any class or series of the Company’s capital stock of Seller necessary to adopt approve this AgreementAgreement and to consummate the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (the “Required Company Stockholder Vote”"REQUIRED COMPANY VOTES") is the only vote of the holders of any class or series of the Company’s Company capital stock necessary to adopt approve this AgreementAgreement and the transactions contemplated hereby and is only necessary in the event that the number of shares of the Company Common Stock tendered pursuant to the Offer represents less than 90% of the issued and outstanding shares of the Company Common Stock.

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 set for the Company Stockholders’ Stockholders Meeting (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 approve this AgreementAgreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the voting power two-thirds of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting 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 this AgreementAgreement and approve the Merger.

Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock and Preferred Stock outstanding on the record date for the Company Stockholders’ Meeting (the “Required Company Stockholder Vote”) vote, voting together as one voting group, is the only vote of the holders of any class or series Metermaster Stock necessary to approve this Agreement and the consummation of the Company’s capital stock necessary to adopt this AgreementMerger.

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 Record Date (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 this Agreement.

Vote Required. The affirmative vote of the holders of at least a majority of the voting power of the shares of Company Common Stock outstanding on the record date set for the Company Stockholders’ Stockholder Meeting (the “Required Company 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 approve this AgreementAgreement and the transactions contemplated hereby.

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’ Shareholders' Meeting (the “"Required Company Stockholder Shareholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt approve this Agreement and the principal terms of the Merger and the other transactions contemplated by this Agreement.

Vote Required. The affirmative vote of the holders of shares having a majority of the voting power of the outstanding shares of the Company Common Stock outstanding on the record date for entitled to vote at the Company Stockholders’ Stockholder Meeting (the “Required Company Stockholder Vote”) is the only vote required (under applicable Law, the Company Charter, the Company Bylaws, 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 approve this AgreementAgreement and the transactions contemplated hereby (including the Mergers) (the "Company Stockholder Approval").

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 entitled to vote thereon at the Company Stockholders’ Stockholder Meeting (the “Required Company Stockholder Vote”) is the only vote required (under applicable Legal Requirements, the Company’s certificate of incorporation and bylaws, each as amended and restated and currently in effect, or otherwise) of the holders of any class or series capital stock of the Company’s capital stock necessary Company to adopt this AgreementAgreement and approve the Contemplated Transactions (the “Company Stockholder Approval”).

Vote Required. The affirmative vote of the holders of a majority of the Company Stock, voting power of the shares of Company Common Stock as a single class, outstanding on the record date for the Company Stockholders’ Meeting Company's stockholders' meeting (or the “Required Company 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 this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Vote Required. The affirmative vote on the approval of this Agreement of the holders of a majority of the voting power of the shares of Company Common Stock Shares outstanding on the record date for the meeting of shareholders of Company Stockholders’ Meeting described in Section 7.1 (the “Required Company Stockholder Shareholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt approve this AgreementAgreement or approve the Merger or otherwise in connection with any Transaction.

Vote Required. The affirmative vote of the holders of a majority of the voting power votes cast by the holders of Purchaser Common Stock at the Purchaser Stockholders Meeting, provided that the total vote cast represents over 50% in interest of all securities entitled to vote, in favor of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting Share Issuance (the “Required Company Stockholder Vote”"REQUIRED PURCHASER VOTE") is the only vote of the holders of any class or series of the Company’s Purchaser capital stock necessary to adopt this Agreementconsummate the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of shares representing a majority of the voting power outstanding shares of the shares of Company Common Stock outstanding on the record date for entitled to vote thereon at the Company Stockholders’ Stockholder Meeting (the “Required Company Stockholder Vote”) is the only vote required (under applicable Law, the Company Charter, the Company Bylaws, or otherwise) of the holders of any class or series capital stock of the Company’s capital stock necessary Company to adopt this AgreementAgreement and approve the transactions contemplated hereby (including the Merger) (the “Company Stockholder Approval”).

Vote Required. The affirmative vote votes, at a duly called and held meeting of the stockholders, of the holders of a majority of the voting power outstanding shares of the shares of Company Seller’s Common Stock outstanding on the record date for the Company Stockholders’ Meeting entitled to vote thereon (the “Required Company 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 this Agreement, the Transaction Documents and approve the transactions contemplated hereby or thereby.

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’ Shareholders' Meeting (the “Required Company 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 and approve this AgreementAgreement and approve the Merger and the Reverse Stock Split.

Vote Required. The affirmative vote of the holders of outstanding Company Common Stock representing at least a majority of the voting power of the shares of outstanding Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting entitled to vote thereon (the “Required Company 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 this AgreementAgreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of Company Common Stock outstanding on the record date for entitled to vote upon adoption of this Agreement at the Company Stockholders’ Stockholders Meeting (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 this Agreementconsummate the transactions contemplated hereby.

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 (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 authorize this AgreementAgreement and approve or authorize the Merger.

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’ Shareholders Meeting and Entitled to Vote (the “Required Company Stockholder Shareholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement, approve the Merger or consummate any of the other transactions contemplated by this Agreement.

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’ Shareholders' Meeting (the “"Required Company Stockholder Shareholder Vote”") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement.

Vote Required. The affirmative vote of the holders of a majority all of the voting power of the shares of Company Company's Voting Common Stock outstanding on the record date for any Company shareholders' action to approve the Company Stockholders’ Meeting Merger (the “"Required Company Stockholder Vote”Shareholder Approval") is the only vote of the holders of any class or series of the Company’s 's capital stock necessary to adopt this Agreement, the Merger and the other transactions contemplated by this Agreement by written consent.

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 (the “Required Company 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, approve the Merger or consummate the transactions contemplated by this Agreement.