Common use of Vote Required Clause in Contracts

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactions.

Appears in 2 contracts

Samples: Common Stock and Warrant Purchase Agreement (Ista Pharmaceuticals Inc), Common Stock and Warrant Purchase Agreement (Ista Pharmaceuticals Inc)

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Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present outstanding on the record date set for the Company Stockholders Meeting in person or by proxy at a meeting favor of the Company's stockholders duly convened adoption of this Agreement and the transactions contemplated hereby (the “Requisite Stockholder Approval”) 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 approve the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cash Systems Inc), Agreement and Plan of Merger (Global Cash Access Holdings, Inc.)

Vote Required. The After giving effect to the Stockholders Agreement Waiver, the affirmative vote or a written consent of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting entitled to vote on the adoption of the Company's stockholders duly convened this Agreement is the only vote of the holders of any class or series securities of the Company's capital stock necessary Company which is required to adopt this Agreement, to approve the Transactions. No separate vote of any class or series of Merger and to consummate the Company's capital stock is necessary to approve other transactions contemplated hereby (the Transactions“Company Stockholder Approval”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vivint Solar, Inc.), Agreement and Plan of Merger (Sunedison, Inc.)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present entitled to vote thereon in person or by proxy at a meeting favor of the Company's stockholders duly convened adoption of this Agreement (the “Required Company Vote”) is the only vote or consent of the holders of any class or series of the Company's ’s capital stock necessary to approve the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionsadopt this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Express Scripts Holding Co.), Agreement and Plan of Merger

Vote Required. The affirmative vote or consent of the holders of not less than a simple majority of the all outstanding shares of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened “Company Stockholder Approval”) is the only vote of the holders of any class or series of the Company's shares of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. No separate vote of any class or series of Merger and the Company's capital stock is necessary to approve the Transactionsother transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Westport Innovations Inc), Agreement and Plan of Merger (Fuel Systems Solutions, Inc.)

Vote Required. The affirmative vote of the holders of not less than a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company's capital stock Company necessary to approve the Transactions. No separate vote of any class or series of Sale and the Company's capital stock is necessary to approve the other Contemplated Transactions.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (CNL Lifestyle Properties Inc), Purchase and Sale Agreement (Epr Properties)

Vote Required. The If required by applicable Law, the affirmative vote of the holders of outstanding Company Common Stock representing at least a simple majority of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened “Requisite Stockholder Approval”) is the only vote of the holders of any class or series securities of the Company's capital stock necessary to approve the Transactions. No separate vote of any class or series of the Company's capital stock Company that is necessary to adopt this Agreement and approve the Transactionstransactions 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 simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of outstanding on the Company's stockholders duly convened record date for the Company Stockholders’ Meeting (the “Company Stockholder 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 and otherwise approve and consummate the Transactions. No separate vote of any class or series of Merger and the Company's capital stock is necessary to approve the Transactionsother transactions contemplated by this Agreement as set forth herein.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Callon Petroleum Co), Agreement and Plan of Merger (APA Corp)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened “Required Company Stockholders”) to approve this Agreement (the “Company Stockholder Approval”) 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 approve this Agreement, and to consummate the Transactions. No separate vote of any class or series of , including the Company's capital stock is necessary to approve the TransactionsMerger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Intrexon Corp), Agreement and Plan of Merger (Medistem Inc.)

Vote Required. The affirmative vote of the holders of not less than a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company's capital stock Company necessary to approve the TransactionsMerger and the other transactions contemplated hereby. No separate The consent of the Company OP General Partner, as the sole general partner of the Company Operating Partnership, is the only vote of any class or series the partners of the Company's capital stock is Company Operating Partnership necessary to adopt this Agreement and approve the TransactionsPartnership Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CapLease, Inc.), Agreement and Plan of Merger (American Realty Capital Properties, Inc.)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Company's stockholders duly convened 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 approve adopt this Agreement, and to consummate the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Coventry Health Care Inc), Agreement and Plan of Merger (First Health Group Corp)

Vote Required. The affirmative vote of the holders of outstanding Company Common Stock representing at least a simple majority of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened “Requisite Stockholder Approval”) is the only vote of the holders of any class or series securities of the Company's capital stock necessary to approve the Transactions. No separate vote of any class or series of the Company's capital stock Company that is necessary to adopt this Agreement or approve the Transactionstransactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (IPC Healthcare, Inc.), Agreement and Plan of Merger (Team Health Holdings Inc.)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy Shares entitled to vote at a meeting of the Company's stockholders duly convened Company Shareholder Meeting (the “Company Shareholder Approval”) is the only vote of the holders of any class or series securities of the Company's capital stock necessary Company or any Company Subsidiary required to approve this Agreement, the Transactions. No separate vote of any class or series of Merger and the Company's capital stock is necessary to approve the Transactionsother transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Park Hotels & Resorts Inc.), Agreement and Plan of Merger (Chesapeake Lodging Trust)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened is the only vote of the holders of any class Company’s shareholders necessary (under applicable Law or series of the Company's capital stock necessary otherwise), to approve this Agreement (the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactions“Company Shareholder Approval”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rent a Center Inc De), Agreement and Plan of Merger (Rent Way Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of and Company Convertible Preferred Stock (voting together with the Company's stockholders duly convened Company Common Stock on an as converted basis) to adopt this Agreement (the "Company Stockholder Approval") is the only vote of the holders of any class or series of the Company's Company capital stock necessary to approve consummate the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pharmacia Corp /De/), Agreement and Plan of Merger (Pfizer Inc)

Vote Required. The affirmative vote of the holders of Company’s stockholders holding a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve this Agreement and the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Sontra Medical Corp), Agreement and Plan of Merger and Reorganization (Bonds.com Group, Inc.)

Vote Required. The affirmative vote (or action by written consent) of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened “Company Stockholder Approval”) is the only vote or consent of the holders of any class or series of the Company's capital stock Company Capital Stock necessary to adopt or approve this Agreement, approve the Transactions. No separate vote Merger, and the Contemplated Transactions and the other matters set forth in Section 5.2(a) of any class or series of the Company's capital stock is necessary to approve the Transactionsthis Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (MYnd Analytics, Inc.), Agreement and Plan of Merger and Reorganization (Emmaus Life Sciences, Inc.)

Vote Required. The affirmative vote votes of the holders of a simple the majority of the outstanding shares voting power of the Company Common Stock present in person or by proxy at a meeting of to adopt and approve this Agreement (the Company's stockholders duly convened is "Company Shareholder Approval") are the only vote votes of the holders of any class or series of the Company's capital stock necessary to approve consummate the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Enstar Group Inc), Agreement and Plan of Merger (Castlewood Holdings LTD)

Vote Required. The affirmative vote of the holders of Company’s stockholders holding a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at and a meeting majority of the Company's stockholders duly convened outstanding shares of Company Preferred Stock is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve this Agreement and the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (SP Holding CORP), Agreement and Plan of Merger and Reorganization (SP Holding CORP)

Vote Required. The If approval of the holders of Company Common Stock is required by applicable Law, the affirmative vote of the holders of not less than a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company's capital stock Company necessary to approve the Transactions. No separate vote of any class or series of Merger and the Company's capital stock is necessary to approve the Transactionsother transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Realty Capital Properties, Inc.), Agreement and Plan of Merger (Cole Credit Property Trust Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting favor of the Company's stockholders duly convened approval and adoption of this Agreement, the Merger and the other Transactions (the “Company Stockholder 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 and approve the Transactions. No separate vote of any class or series of Merger and the Company's capital stock is necessary to approve the other Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Us Home Systems Inc), Agreement and Plan of Merger (Micrus Endovascular Corp)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present outstanding on the record date set for the Company Stockholders Meeting in person or by proxy at a meeting favor of the Company's stockholders duly convened adoption of this Agreement (the “Requisite Stockholder Approval”) 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 approve the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bea Systems Inc), Agreement and Plan of Merger (Plumtree Software Inc)

Vote Required. The affirmative vote (in person or by proxy) in favor of the adoption of this Agreement of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened entitled to vote thereon is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the TransactionsMerger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lyondell Chemical Co), Agreement and Plan of Merger (AI Chemical Investments LLC)

Vote Required. The affirmative vote of the holders of not less than a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of entitled to vote thereon (the Company's stockholders duly convened “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company's capital stock Company necessary to adopt this Agreement and approve the Transactions. No separate vote of any class or series of Company Merger and the Company's capital stock is necessary to approve other transactions contemplated hereby (other than the TransactionsPartnership Approval, which has already been obtained).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SmartStop Self Storage, Inc.), Agreement and Plan of Merger (Extra Space Storage Inc.)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of outstanding on the Company's stockholders duly convened record date set for the Company Stockholders Meeting (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of the Company's capital stock ’s Common Stock necessary to approve the Transactions. No separate vote of any class or series of Mergers, this Agreement, each Company Ancillary Agreement and the Company's capital stock is necessary to approve the Transactionstransactions and actions contemplated thereby and hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Cybersource Corp), Agreement and Plan of Reorganization (Authorize.Net Holdings, Inc.)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of to adopt this Agreement (the Company's stockholders duly convened “Required Company Vote”) is the only vote of the holders of any class or series of the Company's Company capital stock necessary to approve and adopt this Agreement and the Transactions. No separate vote of any class or series of transactions contemplated hereby (including the Company's capital stock is necessary to approve the TransactionsMerger).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (New Motion, Inc.), Agreement and Plan of Merger (Traffix Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting favor of the Company's stockholders duly convened adoption of this Agreement and approval of the Transactions (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of the Company's ’s capital stock necessary for the Company to approve the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to adopt this Agreement and approve the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Clark Holdings Inc.), Agreement and Plan of Merger (Novell Inc)

Vote Required. The affirmative vote of the holders of shares of Company Common Stock entitled to cast a simple majority of all the outstanding shares of Common Stock present in person or by proxy at a meeting of votes entitled to be cast on the Company's stockholders duly convened matter (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company's capital stock Company necessary to approve the TransactionsMerger, the Partnership Merger or the other transactions contemplated hereby. No separate vote of the holders of any class or series limited partnership units of the Company's capital stock Company Operating Partnership is necessary to approve the TransactionsMerger, the Partnership Merger or the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Realty Capital Healthcare Trust Inc), Agreement and Plan of Merger (Ventas Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of to adopt this Agreement and approve the Company's stockholders duly convened Merger (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of the Company's Company capital stock necessary to adopt this Agreement and approve the Transactions. No separate vote of any class or series of Merger and the Company's capital stock is necessary to approve the Transactionsother transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gillette Co), Agreement and Plan of Merger (Procter & Gamble Co)

Vote Required. The affirmative vote of the holders of a simple ------------- majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened is the only vote of the holders of any class or series of the Company's capital stock necessary (under applicable Law or otherwise) to approve this Agreement and the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Banctec Inc), Agreement and Plan of Merger (Banctec Inc)

Vote Required. The affirmative vote of the holders of a simple majority not less than two-thirds (2/3) of the all outstanding shares of Company Common Stock present in person or by proxy at a meeting of entitled to vote thereon (the Company's stockholders duly convened “Company Stockholder Approval”) is the only vote of the holders of any class or series of the Company's shares of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. No separate vote of any class or series of Merger and the Company's capital stock is necessary to approve the Transactionsother transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ventas Inc), Agreement and Plan of Merger (Nationwide Health Properties Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Common Stock present represented in person or by proxy at a meeting at which a quorum consisting of at least a majority of the Company's stockholders duly convened outstanding shares of Company Common Stock to approve this Agreement (the "Company Shareholder Approval") is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve this Agreement and the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chemfirst Inc), Agreement and Plan of Merger (Dupont E I De Nemours & Co)

Vote Required. The affirmative vote of the holders of not less than a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of entitled to vote thereon (the Company's stockholders duly convened “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company's capital stock Company necessary to adopt this Agreement and approve the Transactions. No separate vote of any class or series of Merger and the Company's capital stock is necessary to approve the Transactionsother transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Realty Income Corp), Agreement and Plan of Merger (American Realty Capital Trust, Inc.)

Vote Required. The affirmative vote on the approval of this Agreement of the holders of a simple majority of the Company Shares outstanding shares of Common Stock present in person or by proxy at a on the record date for the meeting of shareholders of the Company's stockholders duly convened Company described in Section 7.1 (the “Required Shareholder Vote”) is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve the Transactions. No separate vote of any class this Agreement or series of the Company's capital stock is necessary to approve the TransactionsMerger or otherwise in connection with any Transaction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Microsemi Corp), Agreement and Plan of Merger (Actel Corp)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened “Required Company Stockholder Approval”) 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 approve the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the TransactionsMerger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (United Online Inc)

Vote Required. The affirmative vote of the holders of a simple majority in voting power of the outstanding shares of Company Common Stock present in person or by proxy at a meeting (the “Required Company Shareholders”), is necessary to adopt this Agreement. The affirmative vote of the Company's stockholders duly convened Required Company Shareholders 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 approve adopt this Agreement, and to consummate the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fpic Insurance Group Inc), Agreement and Plan of Merger (American Physicians Capital Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Common Company Stock present in person or by proxy at a meeting of the Company's stockholders duly convened to adopt this Agreement is the only vote of the holders of any class or series of the Company's Company capital stock necessary to approve and adopt this Agreement and the Transactions. No separate vote of any class or series of transactions contemplated hereby (including the Company's capital stock is necessary Merger) and to approve consummate the Transactionstransactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bottomline Technologies Inc /De/), Agreement and Plan of Merger (Optio Software Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened “Required Company Stockholders”) to adopt this Agreement (the “Company Stockholder Approval”) 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 approve the Transactions. No separate vote of any class or series of the Company's capital stock is necessary adopt this Agreement, and to approve consummate the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pernix Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Somaxon Pharmaceuticals, Inc.)

Vote Required. The affirmative vote approval of this Agreement by the holders of at least a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened "Company Stockholders' Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary of the Company required to approve this Agreement, the Transactions. No separate vote of any class or series of Merger and the Company's capital stock is necessary to approve the Transactionsother transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cairn Energy Usa Inc), Agreement and Plan of Merger (Meridian Resource Corp)

Vote Required. The affirmative vote (or action by written consent) of the holders of a simple majority of the outstanding shares of Common Stock present in person or by proxy at a meeting stock of the Company's stockholders duly convened Company entitled to vote thereon (the “Company Stockholder Approval”), is the only vote or consent of the holders of any class or series of the Company's capital stock of the Company necessary to adopt or approve this Agreement, and approve the Transactions. No separate vote Merger, the Contemplated Transactions and the other matters set forth in Section 5.11(b)(i) of any class or series of the Company's capital stock is necessary to approve the Transactionsthis Agreement.

Appears in 1 contract

Samples: Business Combination Agreement (KBL Merger Corp. Iv)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened entitled to vote is the only vote of the holders of any class Company’s stockholders (the “Company Stockholder Approval”) necessary (under applicable Law or series of the Company's capital stock necessary otherwise) to approve this Agreement and the Transactions. No separate vote of any class or series of transactions contemplated by this Agreement, including the Company's capital stock is necessary to approve the TransactionsMerger.

Appears in 1 contract

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

Vote Required. The affirmative vote of the holders of at ------------- least a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Transactions. No separate Merger or adopt this Agreement (the "Company Stockholder Approval") and no other vote of any class or series of the Company's capital stock is necessary to adopt or approve this Agreement or approve any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mediaplex Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the total number of outstanding shares of the Company Class A Common Stock present in person or by proxy at a meeting of to adopt and approve this Agreement (the Company's stockholders duly convened “Required Company Vote”) is the only vote of the holders of any class or series of the Company's capital stock Company Stock necessary to adopt this Agreement and approve the Transactionstransactions contemplated hereby. No separate vote The Required Company Vote was obtained by written consent, dated as of any class or series of a date not later than the Company's capital stock is necessary to approve the Transactionsdate hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fastentech Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened entitled to vote is the only vote of the holders of any class Company’s stockholders (the “Company Stockholder Approval”) necessary (under applicable Law or series of the Company's capital stock necessary otherwise) to approve this Agreement and the Transactions. No separate vote of any class or series of transactions contemplated by this Agreement, including the Company's capital stock is necessary to approve the TransactionsAcquisition.

Appears in 1 contract

Samples: Acquisition Agreement (First Community Bank Corp of America)

Vote Required. The affirmative vote (in person or by proxy) in favor of the adoption of this Agreement of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened entitled to vote thereon 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 Agreement and the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the TransactionsMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Huntsman CORP)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of the Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened outstanding is the only vote of the holders of any class or series of the Company's capital stock Capital Stock or any other agreement to which the Company or the Stockholders are a party necessary to approve this Agreement, any Other Agreement and the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby and thereby.

Appears in 1 contract

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

Vote Required. The affirmative vote of the holders of shares representing a simple majority of the voting power of the outstanding shares of the Company Common Stock present in person or by proxy entitled to vote thereon at a meeting of the Company's stockholders duly convened Company Stockholder Meeting is the only vote required (under applicable Law, the Company Charter, the Company By-laws, or otherwise) of the holders of any class or series capital stock of the Company's capital stock necessary Company to adopt this Agreement and approve the Transactions. No separate vote of any class or series of transactions contemplated hereby (including the Company's capital stock is necessary to approve Merger) (the Transactions“Company Stockholder Approval”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hansen Medical Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of the Company Common Stock present in person or by proxy entitled to vote upon adoption of this Agreement at a the applicable stockholders' meeting of to adopt this Agreement (the Company's stockholders duly convened is "Required Company Vote") constitutes the only action or vote of the holders of any class or series of the Company's Company capital stock necessary to approve and adopt this Agreement and to consummate the Transactions. No separate vote of any class or series of Merger and the Company's capital stock is necessary to approve the Transactionsother transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hancock John Financial Services Inc)

Vote Required. The affirmative vote of the holders of a simple ------------- majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened 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 approve this Agreement, the TransactionsMerger and the transactions contemplated hereby (the "Company Shareholder Approval"). No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactions.------------------------------ Section 3.22

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amgen Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened is the only vote of the holders of any class or series of the Company's capital stock or other Equity Securities of the Company necessary to approve adopt this Agreement and the Transactions. No separate vote of any class or series of transactions contemplated hereby, including the Company's capital stock is necessary to approve Merger (the Transactions“Company Stockholder Approval”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (MobileBits Holdings Corp)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened is the only vote of the holders of any class or series of the Company's capital stock of the Company that may be necessary to approve adopt this Agreement is the Transactions. No separate affirmative vote of any class or series in favor of the Company's capital stock is necessary adoption of this Agreement by holders of at least two-thirds of the outstanding Shares entitled to approve vote thereon (the Transactions“Company Shareholder Approval”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zoltek Companies Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of the Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the TransactionsMerger. No separate vote The Board of any class or series Directors of the Company's capital stock is necessary to approve the TransactionsCompany has unanimously approved this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dycom Industries Inc)

Vote Required. The affirmative vote of the holders of shares representing a simple majority of the voting power of the outstanding shares of the Company Common Stock present in person or by proxy entitled to vote thereon at a meeting of the Company's stockholders duly convened Company Shareholder Meeting is the only vote required (under applicable Law, the Company Charter, the Company By-laws, or otherwise) of the holders of any class or series capital stock of the Company's capital stock necessary Company to approve this Agreement and the Transactions. No separate vote of any class or series of transactions contemplated hereby (including the Company's capital stock is necessary to approve Merger) (the Transactions“Company Shareholder Approval”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meadowbrook Insurance Group Inc)

Vote Required. The only vote of holders of securities of the Company that is necessary to adopt this Agreement and approve the transactions contemplated hereby is the affirmative vote of the holders of outstanding Company Common Stock representing at least a simple majority of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactions"Stockholder Approval").

Appears in 1 contract

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

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present outstanding on the record date for the Company Stockholders' Meeting in person or by proxy at a meeting favor of (i) the adoption and approval of this Agreement, and (ii) the approval of the Company's stockholders duly convened Merger and the other transactions contemplated by 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 adopt and approve this Agreement, the Transactions. No separate vote of any class or series of Merger and the Company's capital stock is necessary to approve the Transactionsother transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Affiliate Agreement (Interactive Group Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of the Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened 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 Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Virologic Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present entitled to vote thereon at the Company Stockholders’ Meeting in person or by proxy at a meeting favor of the Company's stockholders duly convened adoption of this Agreement (the “Company Stockholder Approvalˮ) is the only vote or consent of holders of Securities of the holders of any class Company that is required to authorize this Agreement or series of to consummate the Company's capital stock necessary to approve Merger and the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionsother transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stryker Corp)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present entitled to vote thereon in person or by proxy at a meeting favor of the Company's stockholders duly convened adoption of this Agreement (the "Required Company Vote") is the only vote or consent of the holders of any class or series of the Company's capital stock necessary to approve the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionsadopt this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cigna Corp)

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Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting entitled to vote on the adoption of the Company's stockholders duly convened this Agreement is the only vote of the holders of any class or series securities of the Company's capital stock necessary Company which is required to adopt this Agreement, to approve the TransactionsMerger and to consummate the other transactions contemplated hereby (the "Company Stockholder Approval"). No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactions.(s)

Appears in 1 contract

Samples: Agreement and Plan of Merger (GLAUKOS Corp)

Vote Required. The affirmative vote of the holders ------------- of record of at least a simple majority of the outstanding shares of Purchaser Common Stock present in person or by proxy at a meeting with respect to the adoption of the Company's stockholders duly convened this Agreement and ratification of Preferred Stock terms is the only vote of the holders of any class or series of the Company's capital stock necessary of the Purchaser required to adopt this Agreement and approve the Transactions. No separate vote of any class or series of Merger and the Company's capital stock is necessary to approve the Transactionsother transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Danielson Holding Corp)

Vote Required. The affirmative vote of the holders of ------------- Company Common Stock and Company Preferred Stock representing a simple majority of the shares of Company Common Stock outstanding (assuming conversion of all outstanding shares of Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened Company Preferred Stock) is the only vote of the holders of any class or series of the Company's Company capital stock necessary to approve the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionsand adopt this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Littlejohn Fund Ii L P)

Vote Required. The affirmative vote of the holders of at least a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of on the Company's stockholders duly convened record date for the Company Stockholders' Meeting (the "Company Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve adopt the Transactions. No separate Merger or this Agreement and no other vote of any class or series holders of shares of the Company's capital stock is necessary to approve any of the Transactions.

Appears in 1 contract

Samples: Iii Agreement and Plan of Merger (Valueclick Inc/Ca)

Vote Required. The affirmative vote of the holders of a simple majority two-thirds of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened "Company Stockholders Approval") 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 Transactions. No separate vote of any class or series Merger and the consummation of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ryans Restaurant Group Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened 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 approve the Transactions. No separate Merger, which stockholder vote shall be received by the Company and delivered to the Parent immediately following the execution and delivery by the Company of any class or series of the Company's capital stock is necessary a counterpart signature page to approve the Transactionsthis Agreement.

Appears in 1 contract

Samples: Merger Agreement (Electronics for Imaging Inc)

Vote Required. The affirmative vote of the holders of shares representing a simple majority of the outstanding shares of the Company Common Stock present in person or by proxy entitled to vote thereon at a meeting of the Company's stockholders duly convened Company Stockholder Meeting 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 Agreement and approve the Transactions. No separate vote of any class or series of transactions contemplated hereby (including the Company's capital stock is necessary to approve Merger) (the Transactions“Company Stockholder Approval”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cabelas Inc)

Vote Required. The affirmative vote of the holders of not less than a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of entitled to vote thereon (the Company's stockholders duly convened “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company's capital stock Company necessary to adopt this Agreement and approve the TransactionsMerger and the other transactions contemplated hereby. No separate The consent of the Company as the sole general partner of the Company Operating Partnership, is the only vote of any class or series the partners of the Company's capital stock is Company Operating Partnership necessary to adopt this Agreement and approve the TransactionsPartnership Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Realty Capital Global Trust II, Inc.)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened “Company Stockholder Approval”) is the only vote of the holders of any class or series of the Company's Company capital stock necessary to approve this Agreement and the Transactions. No separate vote transactions contemplated hereby and is only necessary in the event that the number of any class or series shares of the Company's capital stock is necessary Company Common Stock tendered pursuant to approve the TransactionsOffer represents less than 90% of the issued and outstanding shares of the Company Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (U S Laboratories Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened is the only vote of the holders of any class Company’s shareholders necessary (under applicable Law or series of the Company's capital stock necessary otherwise), to approve this Agreement, and the Transactions. No separate vote of any class or series of transactions contemplated by this Agreement, including the Company's capital stock is necessary to approve Merger (the Transactions“Company Shareholder Approval”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ace Cash Express Inc/Tx)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened is the only vote of the holders of any class or series of the Company's capital stock Company Stock necessary to approve the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to and adopt this Agreement and approve the Transactionstransactions contemplated hereby, including the Merger (collectively, the “Requisite Stockholder Approval”).

Appears in 1 contract

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

Vote Required. The affirmative vote of the holders of at ------------- least a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of on the Company's stockholders duly convened record date for the Company Stockholders' Meeting (the "Company Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve adopt the Transactions. No separate Merger or this Agreement and no other vote of any class or series holders of shares of the Company's capital stock is necessary to approve any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Be Free Inc)

Vote Required. The If a vote of the stockholders of the Company is ------------- required by the DGCL or the Certificate of Incorporation or Bylaws or the Company in connection with the adoption of this Agreement, the affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a outstanding on the record date for any meeting of the Company's stockholders duly convened of the Company held in order to adopt this Agreement (the "Company Stockholders' --------------------- Approval") is the only vote of the holders of any class or series of the Company's -------- Company capital stock or debt instruments necessary to approve the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionsadopt this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Siemens Aktiengesellschaft)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of entitled to vote thereon (the Company's stockholders duly convened “Company Stockholder 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 and approve the Transactions. No separate vote of any class or series of transactions contemplated hereby, including the Company's capital stock is necessary to approve Merger, in accordance with applicable Law and the TransactionsCompany Organizational Documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (E-Z-Em, Inc.)

Vote Required. The affirmative vote votes of the holders of at least (i) a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at and (ii) a meeting majority of the Company's stockholders duly convened is shares of Class A Preferred Stock, each as outstanding on the record date set for the Company Shareholders Meeting, are the only vote votes of the holders of any class or series of the Company's capital stock Capital Stock necessary to approve this Agreement and the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Covad Communications Group Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present outstanding on the record date set for the Company Stockholders Meeting in person or by proxy at a meeting favor of the Company's stockholders duly convened adoption of this Agreement (the “Requisite Stockholder Approval”) 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 approve the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sigmatel Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened “Required Company Stockholder Approval”) is the only vote vote, if any, of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to approve this Agreement and any transactions contemplated hereby, including the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the TransactionsMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ZAGG Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened "Company Stockholder Approval") is the only vote of the holders of any class or series of the Company's Company capital stock necessary to approve this Agreement and the Transactions. No separate vote transactions contemplated hereby and is only necessary in the event that the number of any class or series shares of the Company's capital stock is necessary Company Common Stock tendered pursuant to approve the TransactionsOffer represents less than 90% of the issued and outstanding shares of the Company Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (U S Laboratories Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting entitled to vote on the adoption of the Company's stockholders duly convened this Agreement is the only vote of the holders of any class or series securities of the Company's capital stock necessary Company which is required to adopt this Agreement, to approve the Transactions. No separate vote of any class or series of Merger and to consummate the Company's capital stock is necessary to approve other transactions contemplated hereby (the Transactions“Company Stockholder Approval”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avedro Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present entitled to vote, in person or by proxy at a meeting of the Company's stockholders duly convened proxy, is the only vote of the holders of any class Company’s stockholders necessary (under applicable law or series of the Company's capital stock necessary otherwise), to approve this Agreement, and the Transactions. No separate vote of any class or series of transactions contemplated by this Agreement, including the Company's capital stock is necessary to approve Merger (the Transactions“Company Stockholder Approval”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inforte Corp)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened "Company Stockholders Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Transactions. No separate vote of any class or series Merger and the consummation of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advanced Technical Products Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting outstanding and entitled to vote on the adoption of this Agreement shall be required for the stockholders of the Company's stockholders duly convened is Company to adopt this Agreement (the only “Company Stockholder Approval”). No other vote of the holders of any class or series of the Company's capital stock necessary to approve the Transactions. No separate vote of any class or series of the Company's capital stock Company or any Company Subsidiary is necessary to approve the Transactionsadopt this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Prospect Medical Holdings Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened to adopt this Agreement is the only vote of the holders of any class or series of the Company's Company capital stock necessary to adopt this Agreement and approve the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Itxc Corp)

Vote Required. The affirmative vote of the holders of a simple majority two-thirds of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened is the only vote of the holders of any class Company’s shareholders necessary (under applicable law or series of the Company's capital stock necessary otherwise), to approve this Agreement, and the Transactions. No separate vote of any class or series of transactions contemplated by this Agreement, including the Company's capital stock is necessary to approve Merger (the Transactions“Company Shareholder Approval”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dave & Busters Inc)

Vote Required. The affirmative vote of at least a majority of the votes cast by the holders of a simple majority of outstanding Company Capital Stock entitled to vote thereon (the outstanding shares of Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened "Company Shareholder Approval"), is the only vote of the holders of any class or series securities of the Company's capital stock necessary to approve the Transactions. No separate vote of any class or series of the Company's capital stock Company that is necessary to approve and adopt this Agreement and the Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)

Vote Required. The affirmative vote of the holders of a simple majority ------------- of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of outstanding on the Company's stockholders duly convened record date set for the Company Stockholders Meeting is the only vote of the holders of any class or series of the Company's capital stock Capital Stock necessary to approve this Agreement and the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated thereby and hereby.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Gasonics International Corp)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened is the only vote of the holders of any class or series of the Company's capital stock necessary required to approve the Transactions. No separate vote of any class or series of Merger and adopt this Agreement under the DGCL, the Company's capital stock is necessary to approve Amended and Restated Certificate of Incorporation and the TransactionsCompany's Amended and Restated By-Laws.

Appears in 1 contract

Samples: Agreement (Avis Group Holdings Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Common Company Capital Stock present in person or by proxy at a meeting outstanding on the date of the Company's stockholders duly convened this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby, and such approval has been received.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (E-Medsoft Com)

Vote Required. The affirmative vote of the holders of a simple majority -------------- of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of outstanding on the Company's stockholders duly convened record date set for the Company Shareholders Meeting is the only vote of the holders of any class or series of the Company's capital stock Company Capital Stock necessary to approve this Agreement and the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby.

Appears in 1 contract

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

Vote Required. The affirmative vote of the holders of a simple majority ------------- of the outstanding shares of the Company Common Stock present in person or by proxy at a meeting of to adopt this Agreement (the Company's stockholders duly convened "Required Company Vote") is the only vote of the holders of any class or series of the Company's Company capital stock necessary to adopt this Agreement and approve the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ea Engineering Acquisition Corp)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of the Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened outstanding is the only vote of the holders of any class or series of the Company's capital stock ’s Capital Stock or any other agreement to which the Company or the Primary Stockholder are a party necessary to approve this Agreement, any Other Agreement and the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Confidentiality and Intellectual Property Agreement (Implant Sciences Corp)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened entitled to vote on this Agreement is the only vote of the holders of any class or series securities of the Company's capital stock Company necessary to approve this Agreement and the Transactions. No separate vote of any class or series consummation of the Company's capital stock is necessary to approve Merger (the Transactions“Company Shareholder Approval”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aquantive Inc)

Vote Required. The affirmative vote of the holders of outstanding Company Common Stock representing at least a simple majority of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened "Requisite Stockholder Approval") is the only vote or consent of holders of securities of the holders of any class or series of the Company's capital stock necessary to approve the Transactions. No separate vote of any class or series of the Company's capital stock Company that is necessary to approve and adopt this Agreement and the Transactionstransactions contemplated hereby (including the Merger).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bisys Group Inc)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present entitled to vote thereon at the Stockholders’ Meeting in person or by proxy at a meeting favor of the Company's stockholders duly convened adoption of this Agreement (the “Requisite Stockholder Approval”) 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 approve the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactionstransactions contemplated by this Agreement.

Appears in 1 contract

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

Vote Required. The affirmative vote of the holders of a simple majority two-thirds of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of (the Company's stockholders duly convened “Company Stockholders 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 and approve the Transactions. No separate vote of any class or series Merger and the consummation of the Company's capital stock is necessary to approve the Transactionstransactions contemplated hereby.

Appears in 1 contract

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

Vote Required. The affirmative vote of the holders of outstanding Company Common Stock representing at least a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of entitled to vote thereon (the Company's stockholders duly convened “Requisite Stockholder Approval”) is the only vote of the holders of any class or series securities of the Company's capital stock necessary to approve the Transactions. No separate vote of any class or series of the Company's capital stock Company that is necessary to approve and adopt this Agreement and the Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smart & Final Inc/De)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of to adopt this Agreement and approve the Company's stockholders duly convened Merger (the "Company Stockholder Approval") is the only vote of the holders of any class or series of the Company's Company capital stock necessary to adopt this Agreement and approve the Transactions. No separate vote of any class or series of Merger and the Company's capital stock is necessary to approve the Transactionsother transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Procter & Gamble Co)

Vote Required. The affirmative vote of the holders of a simple majority of the outstanding shares of Company Common Stock present in person or by proxy at a meeting of the Company's stockholders duly convened is the only vote of the holders of any class Company’s stockholders necessary (under Law or series of the Company's capital stock necessary otherwise), to approve this Agreement (the Transactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactions“Company Stockholder Approval”).

Appears in 1 contract

Samples: Employment Agreement (Zevex International Inc)

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