Votes Required. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, provided, however, that the vote of the holders of a majority of the stock having voting power present in person or represented by proxy and actually voting on the merits of the question and not abstaining or withholding authority to vote shall decide the election of any director and any question submitted for a vote by act of the Board of Directors, pursuant to Section 3.8 of the Bylaws provided, further, however, that if the question is one upon which by express provision of law or of the Certificate of Incorporation or these Bylaws, a different vote is required, such express provision shall govern and control the decision of such question.
Votes Required. (a) The only votes of the holders of any class of shares of Parent that are required to approve (i) the Merger and other transactions contemplated thereby are the affirmative vote of a majority of such ordinary shareholders of Parent as (being entitled to do so) are present in person and vote (or, in the case of a vote taken on a poll, the affirmative vote by shareholders representing a majority of the Parent Ordinary Shares in respect of which votes were validly exercised) (the "Parent Merger Shareholders' Approval") at a general meeting of Parent Shareholders in relation to the Merger and other transactions contemplated hereby (the "Parent Merger Meeting") and (ii) the Scheme and other transactions contemplated thereby are, (x) at the meeting of Parent shareholders convened by an order of the Court (the "Parent Court Meeting"), the affirmative vote of a majority in number representing 75 percent of the value of Parent Ordinary Shares present and voting (either in person or by proxy) and (y) with respect to approval of the Scheme resolutions at an extraordinary general meeting of Parent shareholders (the "Parent Scheme Meeting"), the affirmative vote of 75 percent of ordinary shareholders of Parent as (being entitled to do so) are present in person and vote (or, on the case of a vote taken on a poll, the affirmative vote by shareholders representing 75 percent of the Parent Ordinary Shares in respect of which votes were validly exercised) (together, the "Parent Scheme Shareholders' Approval" and with the Parent Merger Shareholders' Approval, the "Parent Shareholders' Approvals").
(b) Newco and Merger Sub have received all necessary approvals, if any, from their respective shareholders required to consummate the transactions contemplated hereby.
Votes Required. The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote at the Company Shareholders Meeting (the “Shareholder Vote”) is the only vote of the holders of any class or series of Company capital stock necessary to approve the Agreement and Merger, and the transactions contemplated herein or in connection therewith.
Votes Required. A majority of the votes cast at a meeting of Shareholders, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless more than a majority of votes cast is required by law or by the Declaration.
Votes Required. The Board of Directors of USXX has adopted resolutions approving the Charter Amendment and recommending the approval of such amendment to the USXX stockholders. Holders representing a majority of the Series A Stock have adopted resolutions approving the Charter Amendment, this Agreement and the transactions contemplated hereby. At the USXX Meeting(s), USXX will seek the approval by the holders of a majority of the outstanding shares of USXX Common Stock of the Charter Amendment and, if USXX in its sole discretion determines it is advisable, the Merger (collectively, the "USXX Stockholders' Approval") and, except as set forth in Section 4.18 of the USXX Disclosure Schedule, no other vote of the holders of any class or series of the capital stock of USXX is required to approve the Charter Amendment, this Agreement and the Merger.
Votes Required. Other than the approval of the Merger by the holders of a majority of the outstanding shares of ONSS Common Stock entitled to vote on the question (the "ONSS Stockholders' Approval"), no vote of the holders of any class or series of the capital stock of ONSS is required to approve this Agreement and the Merger.
Votes Required. The affirmative vote of TWDC, as the sole stockholder of Spinco, is the only vote of the TWDC Stockholders and the holders of Spinco Common Stock necessary to adopt this Agreement. Upon such adoption, the approval of the holders of Spinco Common Stock after the Separation Date will not be required to effect the Transactions. The approval of TWDC Stockholders is not required to effect the Transactions.
Votes Required. Under the DGCL (including, without limitation, Section 203), the Company's Charter Documents and any other applicable Law or stock exchange rules, the only vote required of the holders of any class or series of the Company's Equity Interests necessary to adopt this Agreement and to approve the Transactions is the approval, assuming a quorum is present, of (i) a majority of the shares of Class A Common Stock and Class B Common Stock voting together as a single class, (ii) a majority of the shares of Class A Common Stock voting as a single class and (iii) a majority of the shares of Class B Common Stock voting as a single class.
Votes Required. The only approvals or consents of the holders of any class or series of capital stock necessary to adopt this Agreement and the Transaction Agreements and to approve the Merger and the Transactions is the affirmative vote of IP, as the sole stockholder of Spinco (the “Spinco Stockholder Approval”), and the affirmative vote of IP, as the sole member of xpedx Intermediate (“the “xpedx Intermediate Member Approval”), which Spinco and xpedx Intermediate shall obtain by written consent pursuant to Section 228 of the DGCL and Section 18-302 of the DLLCA, as applicable, on the date hereof immediately following the execution and delivery of this Agreement. Upon such adoption, the approval of the holders of Spinco Common Stock after the Distribution Date will not be required to effect the Transactions. The approval of IP Stockholders is not required to effect the Transactions, including the issuance of shares of Spinco Common Stock in the Merger, and, other than as set forth in this Section 5.18(b), no other corporate or other proceedings are necessary to adopt or approve this Agreement, the Transaction Agreements or to consummate the Merger or the Transactions.
Votes Required. The only approvals or consents of the holders of any class or series of capital stock necessary to adopt this Agreement and the Transaction Agreements and to approve the Merger and the Transactions is the affirmative vote of the UWWH Stockholder, as the sole stockholder of UWWH (the “UWWH Stockholder Approval”) and the affirmative vote of UWWH, as the sole stockholder of Unisource (the “Unisource Stockholder Approval”), which UWWH shall obtain by written consent pursuant to Section 228 of the DGCL on the date hereof immediately following the execution and delivery of this Agreement. Other than as set forth in this Section 6.18(b), no other corporate proceedings are necessary to adopt or approve this Agreement, the Transaction Agreements or to consummate the Merger or the Transactions.
