Common use of Vote Required Clause in Contracts

Vote Required. The affirmative vote of a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting (as defined below) is required to approve the only Parent Proposal. No other vote of the holders stockholders of any class or series Parent is required by Law, the Certificate of Incorporation of Parent's capital stock necessary , the Parent By-Laws or otherwise in order for Parent to approve this Agreement consummate the Merger and the transactions contemplated hereby.

Vote Required. The affirmative vote of a majority of the shares of Parent Common Stock that votes cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's ’s capital stock necessary to approve this Agreement and the transactions contemplated herebyParent Stockholder Matters (the “Required Parent Stockholder Vote”).

Vote Required. The At the Parent Stockholder Meeting or any adjournment or postponement thereof, the affirmative vote of the holders of a majority of the outstanding shares of the Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is are the only vote votes of the holders of any class or series of Parent's capital stock of Parent necessary to approve adopt this Agreement and the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock that cast votes regarding outstanding on the Share Issuance in person or by proxy at record date for the Parent StockholdersShareholders' Meeting (the "Required Parent Shareholder Vote") is the only vote of the holders of any class or series of Parent's capital stock necessary to approve and consummate this Agreement Agreement, the Merger and the other transactions contemplated herebyby this Agreement.

Vote Required. The affirmative vote of the holders on the record date of a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy present and voting at the Parent Stockholders' Stockholders Meeting (the “Parent Stockholder Approval”) is the only vote of the holders of any class or series of Parent's capital stock ’s Common Stock necessary to approve this Agreement and the transactions contemplated thereby and hereby.

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance present in person Person or represented by proxy at the Parent Stockholders' Meeting is the only vote a meeting of the holders of any class or series of Parent's capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote vote, if any, of the holders of any class or series of Parent's capital stock or other Equity Interests of Parent necessary to approve this Agreement and the transactions contemplated herebyShare Issuance. The affirmative vote of Parent, as the sole stockholder of Merger Sub, is the only vote, if any, of the holders of any class or series of capital stock or other Equity Interests of Merger Sub necessary to approve the Merger.

Vote Required. The affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock in favor of the approval of the issuance of the shares of Parent Common Stock that cast votes regarding pursuant to the Share Issuance in person or by proxy at the Parent Stockholders' Meeting Merger is the only vote of the holders of any class or series of Parent's capital stock or other Equity Interests of Parent necessary to approve this Agreement and the transactions contemplated hereby, including the Merger (the “Parent Stockholder Approval”).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding to adopt this Agreement and approve the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's Parent capital stock necessary to approve adopt this Agreement and approve the transactions contemplated herebyShare Issuance.

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock that cast votes regarding entitled to vote on the Share Issuance in person or by proxy at approval and adoption of this Agreement and the Merger (the "Parent Stockholders' Meeting Required Vote") is the only vote or approval of the holders of any class or series of Parent's capital stock of the Parent necessary to approve adopt this Agreement and to approve the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance entitled to vote thereon and present in person person, virtually or by proxy at a meeting in which a quorum is present (the “Parent Stockholders' Meeting Required Vote”) is the only vote of the holders of any class or series of Parent's ’s capital stock necessary to approve obtain approval of the Merger and this Agreement and the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote of a majority the holders of ------------- greater than fifty percent of the shares of the Parent Common Stock that cast votes regarding voting on the Share Issuance in person or by proxy proposal to approve this Agreement at a meeting of the Parent Stockholders' Meeting Parent's stockholders, is the only vote of the holders of any class or series of the Parent's capital stock necessary to approve the Merger or adopt this Agreement and no other vote of any holders of shares of the transactions contemplated herebyParent's capital stock is necessary to approve any of the Transactions.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding entitled to vote thereon in favor of the Share Issuance in person or by proxy at adoption of this Agreement (the “Required Parent Stockholders' Meeting Vote”) is the only vote or consent of the holders of any class or series of Parent's ’s capital stock necessary to approve adopt this Agreement and the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock in favor of the approval of the issuance of the shares of Parent Common Stock that cast votes regarding pursuant to the Share Issuance in person or by proxy at the Parent Stockholders' Meeting Merger is the only vote of the holders of any class or series of Parent's capital stock or other Equity Interests of Parent necessary to approve this Agreement and the transactions contemplated hereby, including the Merger (collectively, the “Parent Stockholder Approval”).

Vote Required. The affirmative vote of approval by a majority of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy represented at the Parent Stockholders' Meeting a meeting of shareholders at which a quorum is present is the only vote of the holders of any class or series of Parent's Parent capital stock necessary to approve this Agreement and the transactions contemplated herebyby this Agreement.

Vote Required. The approval of the Parent Share Issuance by the affirmative vote of a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance Shares represented in person or by proxy at the Parent Stockholders' Shareholders’ Meeting at which a quorum is present (the “Required Parent Shareholder Vote”) is the only vote of Parent’s shareholders required in connection with the holders consummation of any class or series of Parent's capital stock necessary to approve this Agreement the Merger and the transactions contemplated herebyother Contemplated Transactions.

Vote Required. The affirmative vote of a majority of the shares of Parent Common Stock that votes cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' ’ Meeting on the Parent Stockholder Matters is the only vote of the holders of any class or series of Parent's ’s capital stock necessary to approve this Agreement and the transactions contemplated herebyParent Stockholder Matters (the “Required Parent Stockholder Vote”).

Vote Required. The affirmative vote of holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding Stock, which shares are entitled to vote with respect to the Share Issuance in person or by proxy at the Parent Stockholders' Meeting Merger, is the only vote of the holders of any class or series of Parent's capital stock necessary to approve and adopt this Agreement and the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock that having voting power representing a majority of the outstanding shares of Parent Common Stock (which includes the Parent Preferred Stock on an as converted basis to Parent Common Stock), and the holders of a majority of the votes properly cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Stockholder Meeting is are the only vote votes of the holders of any class or series of Parent's ’s capital stock necessary to approve this Agreement and the transactions contemplated herebyParent Stockholder Proposals (the “Parent Stockholder Approval”).

Vote Required. The affirmative vote of a majority of the votes of a majority of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy present at the Parent Stockholders' Meeting at which a quorum is present is the only vote of the holders of any class or series of Parent's capital stock necessary to approve this Agreement and the transactions contemplated herebyShare Issuance.

Vote Required. The affirmative vote of a majority of the shares of Parent Acquiror Common Stock that cast votes regarding the Share Issuance present in person Person or by proxy at the Parent Stockholders' Acquiror Shareholders Meeting is the only vote of the holders of any class or series of ParentAcquiror's capital stock necessary (under applicable law or otherwise) to approve this Agreement and the transactions contemplated herebyTransactions.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy entitled to vote thereon at the Parent Stockholders' Stockholders Meeting voting to approve the Parent Stock Issuance (the “Required Parent Vote”) is the only vote of the holders of any class or series of Parent's ’s capital stock necessary to approve this Agreement and the transactions contemplated herebyby this Agreement.

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock that cast votes regarding outstanding on the Share Issuance in person or by proxy at record date for the Parent Stockholders' ’ Meeting is the only vote of the holders of any class or series of Parent's ’s capital stock necessary to approve this Agreement and the transactions contemplated herebyissuance of Parent Common Stock in the Merger.

Vote Required. The affirmative vote of a majority the holders of the shares of Parent Common Stock that stock entitled to cast a majority of all the votes regarding entitled to be cast on the Share Issuance in person or by proxy at Merger (the “Parent Stockholders' Meeting Required Vote”) is the only vote of the holders of any class or series of Parent's capital stock of Parent necessary to approve the Merger, and no other vote of the holders of any class or series of capital stock of Parent is necessary in order to approve this Agreement and or the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's Parent capital stock or other voting securities necessary to approve this Agreement Agreement, the Merger (including the issuance of the Parent Common Stock) and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of votes cast at a meeting at which a majority of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting are present and voting is the only vote of the holders of any class or series of Parent's Parent capital stock or other voting securities necessary to approve this Agreement Agreement, the Merger (including the issuance of the Parent Common Stock) and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock that cast votes regarding outstanding on the Share Issuance in person or by proxy at record date for the Parent Stockholders' Meeting (the "Required Parent Stockholder Vote") is the only vote of the holders of any class or series of Parent's capital stock necessary to adopt and approve this Agreement Agreement, the Merger and the transactions contemplated herebyby this Agreement.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's capital stock necessary to approve the issuance of Parent Common Stock pursuant to the provisions of this Agreement and the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote of a majority of the shares of Parent Common Stock and Parent Class B Common Stock, voting together as a single class, that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding to adopt this Agreement and approve the Merger and the Share Issuance in person or by proxy at (the “Parent Stockholders' Meeting Stockholder Approval”) is the only vote of the holders of any class or series of Parent's Parent capital stock necessary to approve adopt this Agreement and approve the transactions contemplated herebyMerger and the Share Issuance.

Vote Required. The affirmative vote of a majority of the shares votes cast by holders of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Stockholders Meeting (the “Parent Required Vote”) is the only vote of the holders of any class or series of Parent's shares of capital stock of Parent necessary to approve this Agreement and the transactions contemplated herebyParent Stock Issuance.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of capital stock of Parent Common to adopt the Agreement, the Parent Preferred Stock that cast votes regarding Conversion, the Share Issuance in person or by proxy Reverse Stock Split, the Increased Authorization and the Name Change at the duly convened Parent Stockholders' Meeting (the "Parent Required Vote") is the only vote of the holders of any class or series of Parent's capital stock necessary to approve this Agreement and consummate the transactions contemplated herebyby this Agreement.

Vote Required. The affirmative vote of the holders of a majority of votes cast at a meeting at which a majority of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting are present is the only vote of the holders of any class or series of Parent's capital stock of Parent necessary to approve this Agreement authorize the Stock Issuance under the rules and regulations of Nasdaq (such proposal, the “Parent Proposal”, and the transactions approval contemplated herebythereby, the “Parent Stockholder Approval”).

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance having voting power present in person or represented by proxy at the Parent Stockholders' ’ Meeting is the only vote of the holders of any class or series of Parent's Parent capital stock necessary to approve this Agreement the issuance of Parent Common Stock in connection with the Merger, the Merger and the other transactions contemplated herebyhereby (the “Required Parent Stockholder Approval”).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Class A Common Stock that cast votes regarding of Parent (the Share Issuance in person or by proxy at the Parent Stockholders' Meeting "Requisite Vote") is the only vote of the holders of any class or series of Parent's capital stock necessary to adopt and approve this Agreement Agreement, the Merger and the transactions contemplated herebythereby.

Vote Required. The affirmative vote in favor of the Parent Share Issuance by a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance Ordinary Shares participating in person or by proxy at the Parent Stockholders' Stockholders Meeting (the “Parent Requisite Vote”) is the only vote of the holders of any class or series of Parent's the capital stock necessary of Parent required to approve this Agreement and the transactions contemplated herebysuch issuance.

Vote Required. The affirmative vote votes of a the necessary majority of the shares votes cast by holders of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent StockholdersShareholders' Meeting (as defined in Section 6.03(a)) is the only vote of the holders of any class or series of Parent's the capital stock necessary of Parent required to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the all outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at to approve the Parent Stockholders' Meeting Merger and the issuance of the Merger Consideration (the “Parent Stockholder Approval”) is the only vote of the holders of any class or series of Parent's shares of capital stock necessary of the Parent required to approve this Agreement and consummate the transactions contemplated herebyby this Agreement.

Vote Required. The affirmative vote of a majority of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy present at the Parent Stockholders' Meeting at which a quorum is present is the only vote of the holders of any class or series of Parent's capital stock necessary to approve this Agreement and the transactions contemplated herebyShare Issuance.

Vote Required. The affirmative vote of the holders of majority of the voting power of the outstanding shares of Parent Common Stock on the matter (the “Required Parent Shareholders”) is necessary to approve this Agreement and the affirmative vote of a majority of the votes cast on the matter is necessary to approve the issuance of the shares of Parent Common Stock that cast votes regarding in accordance with Article 2 (the Share Issuance in person or by proxy at the “Majority Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's capital stock necessary to approve this Agreement and the transactions contemplated herebyShareholders”).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's capital stock necessary to approve this Agreement and the transactions contemplated herebyShare Issuance (the "Required Parent Vote").

Vote Required. The affirmative vote of the holders of a majority of the voting power of the shares of Parent Common Stock that cast votes regarding the Share Issuance present in person or represented by proxy and entitled to vote at the Parent Stockholders' Stockholders Meeting is the only vote of the holders of any class or series of Parent's ’s capital stock necessary to approve this Agreement the Parent Share Issuance (the “Required Parent Stockholder Vote”) and consummate the transactions contemplated herebyother Contemplated Transactions.

Vote Required. The affirmative vote of at least a majority of the votes cast by the holders of record of shares of Parent Common Stock that cast votes regarding the Share Issuance represented in person or by proxy at a meeting in which a quorum of stockholders is present with respect to the approval of the issuance of Parent Stockholders' Meeting Common Stock in connection with the Merger and the increase in the size of the Board of Directors of Parent in connection with Section 6.11 is the only vote of the holders of any class or series of Parent's the capital stock necessary of Parent that may be required to approve this Agreement and the transactions contemplated herebysuch issuance.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at with respect to the Parent Stockholders' Meeting Proposal is the only vote of the holders of any class or series of Parent's Parent capital stock or other voting securities necessary to approve this Agreement Agreement, the Merger (including the issuance of the Parent Common Stock) and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding and Parent Series A Preferred Stock, voting together as a class, and the Share Issuance in person or by proxy at affirmative vote of the holders of a majority of the outstanding shares of Parent Stockholders' Meeting is Series A Preferred Stock, voting as a single class, are the only vote votes of the holders of any class or series of the Parent's ’s capital stock necessary (under applicable Law or otherwise) to approve this Agreement and adopt the transactions contemplated herebyCertificate Amendment.

Vote Required. The affirmative vote of a majority of the votes that holders of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting are entitled to vote with respect to this Agreement is the only vote of the holders of any class or series of Parent's or any of its Subsidiaries' capital stock necessary to approve and adopt this Agreement and the transactions contemplated herebyhereby pursuant to the DGCL and the Parent Charter Documents.

Vote Required. The affirmative vote of a majority of the shares votes cast by the holders of the outstanding Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting Ordinary Shares is the only vote of the holders of any class or series of Parent's ’s outstanding share capital stock necessary to approve this Agreement and the transactions contemplated herebyproposals in Section ‎5.3(a) (the “Required Parent Shareholder Vote”).

Vote Required. The affirmative vote of a majority of the shares ------------- of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of a majority the holders of the shares of Parent Common Stock that entitled to cast a majority of all the votes regarding entitled to be cast on the Share Issuance in person or by proxy at matter (the “Parent Stockholders' Meeting Stockholder Approval”) is the only vote of the holders of any class or series of Parent's capital shares of stock of the Seller necessary to approve this Agreement and the transactions contemplated herebyby this Agreement. Seller’s stockholders objecting to the transactions contemplated by this Agreement are, or may be, entitled to receive payment for the fair value of the Parent Common Stock.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's capital stock necessary to approve and adopt this Agreement Agreement, the Merger and the transactions contemplated herebyParent Amendment to Certificate.

Vote Required. The affirmative vote (the “Parent Stockholder Approval”) of the holders of a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting outstanding is the only vote of the holders of any class or series of Parent's ’s capital stock necessary to approve this Agreement and the transactions contemplated herebyissuance of Parent Common Stock in the Merger (the “Required Parent Stockholder Vote”).

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy stock voting at the Parent Stockholders' Stockholders Meeting to approve the Parent Stock Issuance (the “Parent Required Vote”) is the only vote of the holders of any class or series of Parent's shares of capital stock of Parent necessary to approve this Agreement and the transactions contemplated herebyhereby (including the Merger and the Parent Stock Issuance).

Vote Required. The affirmative vote of a majority of the shares of Parent Common Stock that votes cast votes regarding the Share Issuance in person or by proxy at with respect to the Parent Stockholders' Meeting Stock Issuance is the only required to approve such issuance of shares. No other vote of the holders stockholders of any class or series of Parent is required by Law, Parent's capital stock necessary Certificate of Incorporation, as amended, or By-laws or otherwise in order for Parent and Merger Sub to approve this Agreement consummate the Merger and the other transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's ’s capital stock necessary to approve this Agreement the Parent Common Stock Issuance and the transactions contemplated herebyother Transactions (the “Required Parent Stockholder Vote”).

Vote Required. The affirmative vote of the holders of a majority of the shares of outstanding Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting Shares is the only vote of the holders of any class or series of Parent's capital stock shares of Parent necessary to adopt and approve this Agreement and the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding entitled to vote thereon in favor of the Share Issuance in person or by proxy at adoption of this Agreement (the "Required Parent Stockholders' Meeting Vote") is the only vote or consent of the holders of any class or series of Parent's capital stock necessary to approve adopt this Agreement and the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote of the holders of a ------------- majority of the shares of Parent Common Stock represented at a meeting of the stockholders of Parent called for such purpose and entitled to vote thereon (provided that cast votes regarding the Share Issuance at least a majority of such shares are represented in person or by proxy at the Parent Stockholders' Meeting such meeting) is the only vote of the holders of any class or series of Parent's capital stock or other Equity Interests of Parent necessary to approve this Agreement and the transactions contemplated hereby.Share Issuance (the "Parent Stockholder Approval"). ---------------------------

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock that cast votes regarding outstanding on the Share Issuance record date for the Parent Stockholders' Meeting entitled to vote and present either in person or by proxy at the Parent Stockholders' Meeting (the "REQUIRED PARENT STOCKHOLDER VOTE") is the only vote of the holders of any class or series of Parentthe Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyissuance of Parent Common Stock in the Merger.

Vote Required. The affirmative vote of a majority the holders of at least two-thirds of the shares of outstanding Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's Parent capital stock necessary to approve this Agreement and the transactions contemplated herebyMerger.

Vote Required. The affirmative vote of a majority the holders of at least fifty percent of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's capital stock necessary to approve the Merger or adopt this Agreement and no other vote of any class or series of Parent's capital stock is necessary to approve any of the transactions contemplated herebyTransactions.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding outstanding on the Share Issuance in person or by proxy at record date for the Parent Stockholders' Meeting meeting of Parent’s shareholders called for the purpose of voting on this Agreement and the transactions contemplated hereby (the “Shareholder Meeting”), is the only vote of the holders of any class or series of Parent's ’s capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock that cast votes regarding outstanding on the Share Issuance record date for the Parent Stockholders' Meeting entitled to vote and present either in person or by proxy at the Parent Stockholders' Meeting (the "Required Parent Stockholder Vote") is the only vote of the holders of any class or series of Parentthe Company's capital stock necessary to approve this Agreement and the transactions contemplated herebyissuance of Parent Common Stock in the Merger.

Vote Required. The affirmative vote of a majority of the shares votes cast by the holders of the outstanding Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting Ordinary Shares is the only vote of the holders of any class or series of Parent's ’s outstanding share capital stock necessary to approve this Agreement and the transactions contemplated herebyproposals in Section 5.3(a) (the “Required Parent Shareholder Vote”).

Vote Required. The affirmative vote of a majority of the shares of ------------- Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of a majority of the shares of ------------- Parent Common Stock and Parent Class B Common Stock, voting together as a single class, that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock represented at a meeting of the stockholders of Parent called for such purpose and entitled to vote thereon (provided that cast votes regarding the Share Issuance at least a majority of such shares are represented in person or by proxy at the Parent Stockholders' Meeting such meeting) is the only vote of the holders of any class or series of Parent's capital stock or other Equity Interests of Parent necessary to approve this Agreement and the transactions contemplated herebyShare Issuance (the "Parent Stockholder Approval").

Vote Required. The affirmative vote of a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's capital stock the Parent Stock necessary to approve the issuance of the Parent Shares pursuant to this Agreement or any other transaction contemplated by this Agreement is the affirmative vote of the holders of a majority of the shares of Parent Common Stock present in person or represented by proxy at a meeting of stockholders and the transactions contemplated herebyentitled to vote.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares a majority of votes cast (excluding abstentions and broker non-votes) by the holders of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' ’ Meeting at which a quorum is duly present is the only vote of the holders of any class or series of Parent's ’s capital stock necessary to approve this Agreement the Parent Common Stock Issuance and the transactions contemplated herebyother Transactions (the “Required Parent Stockholder Vote”).

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock that cast votes regarding having voting power representing a majority of the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is outstanding Common Stock are the only vote votes of the holders of any class or series of Parent's ’s capital stock necessary to approve this Agreement and the transactions contemplated herebyParent Stockholder Proposals (the “Parent Stockholder Approval”).

Vote Required. The affirmative vote of the holders of at least a majority of the shares of Parent Common Stock that cast votes regarding voted (the Share Issuance in person or by proxy at the "Parent Stockholders' Meeting Stockholder Approval") is the only vote of the holders of any class or series of Parent's capital stock necessary to approve the Merger or this Agreement and no other vote of any holders of shares of Parent's capital stock is necessary to approve any of the transactions contemplated herebyTransactions.

Vote Required. The affirmative vote of the holders of a majority -------------- of the shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting outstanding is the only vote of the holders of any class of the securities or series of Parent's capital stock of Parent necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy represented at the Parent Stockholders' Meeting a meeting where a quorum is present is the only vote of the holders of any class or series of Parent's capital stock necessary to approve the issuance by Parent of the shares of Parent Common Stock to Times Mirror pursuant to this Agreement if shareholder approval of such issuance of the shares of Parent Common Stock and Series E Preferred Stock pursuant to the transactions Merger as contemplated herebyby this Agreement should be required by NASDAQ rules or regulations.

Vote Required. The affirmative vote of a majority of the shares of Parent Common Stock that cast votes regarding (the Share Issuance "Requisite Parent Vote") present in person or by proxy at the Parent Stockholders' Meeting at which a quorum is present is the only vote of the holders of any class or series of Parent's capital stock necessary to aprove the issuance of the Merger Shares and to adopt and approve this Agreement Agreement, the Merger and the transactions contemplated herebythereby, including but not limited to the Certificate of Amendment.

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy represented at the Parent Stockholders' Meeting a meeting where a quorum is present is the only vote of the holders of any class or series of Parent's capital stock necessary to approve the issuance by Parent of the shares of Parent Common Stock to Times Mirror pursuant to this Agreement and if shareholder approval of such issuance of the transactions contemplated hereby.shares of Parent Common Stock and

Vote Required. The affirmative vote of the holders of at least ------------- a majority of the shares of Parent Common Stock that cast votes regarding voted (the Share Issuance in person or by proxy at the "Parent Stockholders' Meeting Stockholder Approval") is the only vote of the holders of any class or series of Parent's capital stock necessary to approve the Merger or this Agreement and no other vote of any holders of shares of Parent's capital stock is necessary to approve any of the transactions contemplated herebyTransactions.

Vote Required. The affirmative vote of a majority of the shares of Parent Merger Company Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's capital stock or other equity securities of the Parent necessary to approve adopt this Agreement and to effect the transactions contemplated hereby, including the Merger (the “Parent Stockholder Approval”).

Vote Required. The affirmative vote of a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's shares of capital stock necessary to approve of Parent required in connection with the execution, delivery and performance of this Agreement and the transactions contemplated herebyMergers, is the affirmative vote of a majority of the votes cast on the Parent Stock Issuance at the Parent Shareholder Meeting (the “Parent Shareholder Approval”).

Vote Required. The affirmative vote of the holders of a majority ------------- of the shares of Parent Common Stock ADSs that cast votes regarding the Share Issuance in person or by proxy at the Parent StockholdersShareholders' Meeting is the only vote of the holders of any class or series of Parent's capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's Parent capital stock or other voting securities necessary to approve this Agreement Agreement, the Merger and the transactions contemplated hereby.

Vote Required. The affirmative vote or consent of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding is required to approve and adopt this Agreement and the Share Issuance in person or by proxy at transactions contemplated hereby (the Parent Stockholders' Meeting “Shareholder Consents”), and is the only vote or consent of the holders of any class or series of Parent's ’s capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' ’ Meeting is the only vote of the holders of any class or series of Parent's ’s capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy are outstanding and eligible to vote at the Parent Stockholders' ’ Meeting is the only vote of the holders of any class or series of Parent's ’s capital stock necessary to approve this Agreement the Share Issuance Proposal, the Reverse Stock Split Proposal and such other proposals as may be required to approve the transactions contemplated herebyby this Agreement (collectively, the “Required Parent Stockholder Matters”, and such votes, the “Required Parent Stockholder Vote”).

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock that cast votes regarding outstanding on the Share Issuance in person or by proxy at record date for the Parent Stockholders' Shareholders’ Meeting is the only vote of the holders of any class or series of the Parent's ’s capital stock necessary to approve the Merger and the issuance of Parent Common Stock as Merger Consideration pursuant to this Agreement and otherwise allow Parent to consummate the transactions contemplated herebyMerger as set forth herein.

Vote Required. The affirmative vote of the Parent's stockholders holding a majority of the outstanding shares of Parent Common Stock outstanding on the record date set for the Parent Stockholders Meeting approving the issuance of the shares of Parent Common Stock that cast votes regarding pursuant to Section 1.6(a) and the Share Issuance in person or by proxy at the affirmative vote of Parent Stockholders' Meeting is as sole stockholder of Merger Sub are the only vote of the holders of any class or series of Parent's or Merger Sub's capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock that cast votes regarding having voting power representing a majority of the Share Issuance outstanding Common Stock (which includes the Series B Convertible Preferred Stock on an as converted to Common Stock basis) present in person or represented by proxy and voting at the Parent Stockholders' Stockholder Meeting is are the only vote votes of the holders of any class or series of Parent's ’s capital stock necessary to approve this Agreement and the transactions contemplated herebyParent Stockholder Proposals (the “Parent Stockholder Approval”).”

Vote Required. The affirmative vote of a majority sixty-six and 2/3 percent (66 2/3%%) of the shares votes cast by the holders of Parent Common Stock that cast votes regarding the Share Issuance Shares present in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of the Parent's ’s capital stock necessary to approve adopt this Agreement and approve the transactions contemplated herebyTransactions.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting is the only vote of the holders of any class or series of Parent's Parent capital stock necessary to approve the Charter Amendment, the Parent Share Issuance, this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the Parent’s stockholders holding a majority of the outstanding shares of Parent Common Stock outstanding on the record date set for the Parent Stockholders Meeting approving the issuance of the shares of Parent Common Stock that cast votes regarding pursuant to Section 1.6(a) and the Share Issuance in person or by proxy at the affirmative vote of Parent Stockholders' Meeting is as sole stockholder of Merger Sub are the only vote of the holders of any class or series of Parent's ’s or Merger Sub’s capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of a majority of the shares votes cast by the holders of the outstanding Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting Ordinary Shares is the only vote of the holders of any class or series of Parent's ’s outstanding share capital stock necessary to approve this Agreement and the transactions contemplated herebyproposals in Section ‎5.3(a)‎ (the “Required Parent Shareholder Vote”).

Vote Required. The affirmative vote votes of a the necessary majority of the shares votes cast by holders of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting (as defined in Section 6.03(a)) is the only vote of the holders of any class or series of Parent's the capital stock necessary of Parent required to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the shares of Parent Common Stock that cast votes regarding the Share Issuance in person or by proxy at the Parent Stockholders' Meeting Stockholders Meeting, provided that the total vote cast on the Parent Vote Matter represents over 50% of the outstanding shares of Parent Common Stock, is the only vote of the holders of any class or series of Parent's capital stock necessary to approve the Parent Vote Matter. The sole stockholder of Sub has approved this Agreement and the transactions contemplated herebyMerger and no further vote of such stockholder is required with respect to such matters.