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.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Acelrx Pharmaceuticals Inc), Agreement and Plan of Merger (Tetraphase Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Opnext Inc)

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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.

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 (Ixys Corp /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 (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.

Appears in 6 contracts

Samples: Voting Agreement (Compurad Inc), Agreement and Plan of Merger and Reorganization (Meridian Data Inc), Agreement and Plan of Reorganization (Applied Materials 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 (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.

Appears in 6 contracts

Samples: Agreement and Plan of Merger and Reorganization (Specialized Health Products International Inc), Agreement and Plan of Merger and Reorganization (Clare Inc), Agreement and Plan of Merger and Reorganization (Global Sports 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 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.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Centra Software Inc), Agreement and Plan of Reorganization (Nptest Holding Corp), Agreement and Plan of Reorganization (Credence Systems 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 (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.

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 At the Company Stockholder Meeting or any adjournment or postponement thereof, the affirmative vote of the holders of a majority of the voting power outstanding shares of the shares of Company Common Stock 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 capital stock of the Company necessary to adopt approve this Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Crossmann Communities Inc), Agreement and Plan of Merger (Beazer Homes Usa Inc), Agreement and Plan of Merger (Beazer Homes Usa 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 (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.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Ribogene Inc / Ca/), Agreement and Plan of Reorganization (Cypros Pharmaceutical Corp), Agreement and Plan of Reorganization (Cypros Pharmaceutical 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 (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.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Molecular Devices Corp), Agreement and Plan of Merger and Reorganization (LJL Biosystems Inc), Agreement and Plan of Merger and Reorganization (Molecular Devices 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’ 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.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc), Agreement and Plan of Merger (Safeguard Scientifics Inc Et Al), Agreement and Plan of Merger and Reorganization (Lipson David S)

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.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Neuberger Berman Inc), Agreement and Plan of Merger (Lehman Brothers Holdings Inc), Agreement and Plan of Merger (Isotis 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 that may be necessary to adopt this Agreementin connection with the consummation of the Merger.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (Dts, 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 set for the Company Stockholders’ Shareholders 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.

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 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (WEB.COM, Inc.), Agreement and Plan of Merger and Reorganization (Website Pros Inc)

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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Norstan Inc), Agreement and Plan of Merger (Black Box 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 (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.

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 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.

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 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.

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 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.

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 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Starbase 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 (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.

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 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Pairgain Technologies Inc /Ca/), Agreement and Plan of Merger (Adc Telecommunications 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 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.

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 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.

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 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Costar Group, Inc.), Agreement and Plan of Merger and Reorganization (Matterport, Inc./De), Agreement and Plan of Merger and Reorganization (Matterport, Inc./De)

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.

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 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.

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 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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Marvell Technology Group LTD), Agreement and Plan of Merger and Reorganization (INPHI Corp), 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 (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.

Appears in 3 contracts

Samples: Agreement and Plan (First Virtual Communications Inc), Agreement and Plan of Merger (Cuseeme Networks Inc), Agreement and Plan of Merger (Cuseeme Networks Inc)

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.

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 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.

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 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.

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 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)).

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 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.

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 If required by applicable Law, 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 and approve the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Epicor Software Corp), Agreement and Plan of Merger (Gymboree Corp)

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.

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 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.

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 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.

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) 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.

Appears in 2 contracts

Samples: Merger Agreement (Abb Asea Brown Boveri LTD), Merger Agreement (Paradigm Technology 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 (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.

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 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.

Appears in 2 contracts

Samples: Exhibit 1 (Applied Micro Circuits Corp), Agreement and Plan of Merger (Applied Micro Circuits Corp)

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.

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 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.

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 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.

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 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.

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 (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.

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 (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.

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 of the voting power of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (meeting of the “Required Company 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 approve the Transactions 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 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cadence Design Systems Inc), Agreement and Plan of Merger and Reorganization (Cooper & Chyan Technology Inc)

Vote Required. The affirmative vote of the holders of a majority of the Company Shares entitled to vote thereon and present in person or by proxy at a meeting in which a majority in voting power of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting Shares (the “Company Required Company Stockholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock shares necessary to adopt this Agreementobtain the Company 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 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.

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 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.

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 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.

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 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.

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 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.

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 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.

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 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.

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 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Qlogic Corp), Agreement and Plan of Merger (Qlogic Corp)

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.

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 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 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 this AgreementAgreement or consummate the transactions 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. (a) The affirmative vote of the holders (including Purchaser following its acceptance of Shares for payment under the Offer) of a majority of the outstanding voting power of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting Shares and 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 this Agreementapprove the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Whitehall Jewellers Inc), Agreement and Plan of Merger (Whitehall Jewellers Inc)

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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 voting power votes cast by the holders of the shares of 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 entitled to vote at the Company Stockholders’ Stockholder Meeting (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 of the Company necessary to adopt this Agreement.

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 (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.

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 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.

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 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.

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 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Topps Co 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 (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.

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 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.

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 of the holders of a majority of the voting power of the shares of Company Parent Common Stock outstanding on the record date for the Company Parent Stockholders' Meeting (the "Required Company 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 and approve this Agreement, the Merger and the transactions 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 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”).

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 voting power of the shares of Company Common Stock outstanding on the record date for the Company StockholdersShareholders’ 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 or approve this AgreementAgreement and approve the Merger or the other Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Servidyne, Inc.)

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Anthem 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 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ardea Biosciences, Inc./De)

Vote Required. The affirmative vote of the holders of representing a majority of the voting power number of votes entitled to be cast by the holders of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (the “Required Company Stockholder Vote”) is and Capital Stock, voting as a single class, are the only vote votes 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gp Strategies 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 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 Agreementapprove the Company Proposal (as defined in Section ‎5.2(a)).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Broadcast International Inc)

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 StockholdersShareholders’ 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sungard Data Systems 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 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 transactions contemplated hereby (assuming, for these purposes, the accuracy of the representations and warranties of Parent and Merger Sub in Section 3.9).

Appears in 1 contract

Samples: Agreement of Merger (Catalina Marketing Corp/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 (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.

Appears in 1 contract

Samples: Agreement of Merger (Synopsys 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 (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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (XOOM Corp)

Vote Required. The affirmative vote of the holders of a majority of the voting power shares of the shares of Company Voting Common Stock Stock, as outstanding on the record date for the Company Stockholders’ Meeting Shareholder Written Consent and entitled to vote thereon (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 or approve this AgreementAgreement and approve the Contemplated Transactions and the matters set forth in Section 5.2(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yumanity Therapeutics, Inc.)

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ecology & Environment Inc)

Vote Required. The affirmative vote of the holders (or written consent) of a majority of the voting power of the shares of Company Common Stock that are outstanding on the record date for the Company Stockholders’ Meeting (Stockholder Written Consent and entitled to vote on the “Required Company Stockholder Vote”) Matters 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 Stockholder Matters (the “Required Company Stockholder Vote”).

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (DelMar Pharmaceuticals, Inc.)

Vote Required. The affirmative vote of the holders of a majority of the voting power outstanding shares of the shares Company Stock entitled to vote upon adoption of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting this Agreement, 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 capital stock necessary to adopt this Agreementconsummate the transactions contemplated hereby, and all of the Company Stockholders have voted in favor of the consummation of such transactions as part of the Required Company Vote.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pace Health Management Systems Inc)

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 (the "Required Company Stockholder Vote") is the only vote or approval of the holders of any class or series of the Company’s 's capital stock necessary to adopt this Agreement (assuming that neither Parent nor any of its affiliates or associates (as defined in Section 203 of the DGCL) are "interested stockholders" of the Company under Section 203 of the DGCL immediately before the execution and delivery of this Agreement and the Stockholders Agreement).

Appears in 1 contract

Samples: Agreement and Plan of Merger (King World Productions Inc)

Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Company Buyer Common Stock outstanding on the record date for the Company Buyer 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 Buyer Capital Stock necessary to adopt this Agreementapprove the Buyer Stockholder Matters (the “Required Buyer Stockholder Vote”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seachange International 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 Shareholders' Approval (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.

Appears in 1 contract

Samples: Escrow Agreement (Graphon Corp/De)

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SDL 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 Shares (the “Required Company Stockholder Vote”) ), is the only vote of the holders of any class or series of the Company’s capital stock that, absent Section 251(h) of the DGCL, would have been necessary under applicable Law and the Certificate of Incorporation and Bylaws to adopt adopt, approve or authorize this AgreementAgreement and consummate the Merger and other transactions contemplated hereby in their capacity as stockholders of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Symmetricom Inc)

Vote Required. The affirmative vote of the holders of a majority not less than two--thirds of the voting power of the issued and outstanding 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 AgreementAgreement and the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applied Films 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’ Shareholders' Meeting (the "Required Company Stockholder Shareholder Vote") is the only vote of the holders of any class or series of the Company’s Company capital stock necessary to adopt this Agreementapprove the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sungard Data Systems Inc)

Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Company Common Stock entitled to vote with respect to the Merger and 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 Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Jazz Technologies, Inc.)

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 entitled to vote and duly present in person or by proxy at a meeting duly called (and with each share of Company Stockholders’ Meeting (the “Required Company Stockholder Vote”Common Stock entitled to one vote per share) at which a quorum is present is the only vote of the holders of any class or series of the Company’s capital stock Company Stock necessary to adopt this approve, for purposes of the rules of the NYSE or otherwise, the exchange of Operating Partnership Preferred Units for Company Preferred Stock or Company Common Stock pursuant to the Operating Partnership Agreement, as amended.

Appears in 1 contract

Samples: Stock Purchase Agreement (Burnham Pacific Properties Inc)

Vote Required. The affirmative vote of the holders of a majority not less than two–thirds of the voting power of the issued and outstanding 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 approve this AgreementAgreement and the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applied Materials Inc /De)

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 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 ), are the only vote votes of the holders of any class or series of the Company’s capital stock Company Common Stock necessary to adopt and approve this AgreementAgreement and approve the Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vallon 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 (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 any Acquired Company, necessary to adopt adopt, approve or authorize this AgreementAgreement and approve or authorize the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CarLotz, Inc.)

Vote Required. The affirmative vote of the holders of a majority of the Company Common Stock, voting power as a single class, and the affirmative vote of the shares holders of a majority of the Company Common Stock Preferred Stock, voting 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 are the only vote votes 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Siebel Systems Inc)

Vote Required. The affirmative vote of the holders of a two-thirds majority of the voting power of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Shareholders' Meeting or, if applicable, a written consent of all Company shareholders (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 Agreement, the Merger and the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Exchange Applications 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 date, established by the Board of Directors of the Company Stockholders’ Meeting (in accordance with the “Required Company Stockholder Vote”) Restated Bylaws of the Company, applicable law and this Agreement, is the only vote of the holders of any class or series of the Company’s capital stock of the Company necessary to adopt this Agreementapprove the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vidamed Inc)

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’ 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 's capital stock necessary to adopt this Agreement, approve the Merger or consummate any of the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hte Inc)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (ProPhase Labs, Inc.)

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