Voting Requirement. The affirmative vote at the Stockholders Meeting of at least a majority of the votes entitled to be cast by the holders of outstanding shares of Company Common Stock 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 and the Merger and the transactions contemplated hereby (the "STOCKHOLDER APPROVAL").
Voting Requirement. The affirmative vote at the Company Stockholders Meeting of at least a majority of the votes entitled to be cast by the holders of outstanding shares of Company Common Stock 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 and consummate the Merger and the other Transactions contemplated herein if Section 253 of the DGCL will not permit the consummation of the Merger without a meeting of the stockholders of the Company (collectively, the “Company Stockholder Approval”).
Voting Requirement. The vote of two thirds (2/3) of the Directors present shall constitute the act of the Board, unless otherwise provided in this Agreement.
Voting Requirement. 13 Section 4.12 Litigation............................................... 13 Section 4.13 Taxes.................................................... 13 Section 4.14 Permits; Compliance with Laws............................ 14 Section 4.15 Title to Properties...................................... 15 Section 4.16 State Takeover Statutes.................................. 15 Section 4.17
Voting Requirement. The affirmative vote of the holders ------------------ of a majority of the outstanding shares of Common Stock in favor of adoption of this Agreement and the Merger 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 contemplated hereby under any applicable law, rule or regulation or pursuant to the requirements of the Company's certificate of incorporation or by-laws.
Voting Requirement. 22 (l) State Takeover Statutes...................................22 (m) Brokers...................................................22 (n) Ownership of Parent Common Stock..........................22 (o)
Voting Requirement. (a) During the term of this Agreement and while the exemption pursuant to Section 280G(b)(5)(A) of the Code is available, each Stockholder shall vote all of his Stockholder Shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within his control, and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling a special stockholder meeting for such purpose, preparing and distributing appropriate disclosure documents in connection therewith and recommending that the Stockholders approve all proposals related thereto) to approve any payment or benefit to be received by Bajaj or Xxxxxxxxxx in connection with a "change in ownership or control" (as such term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE")), (a "CHANGE OF CONTROL") of the Company or DigitalNet, under the Senior Management Agreements, including, without limitation, any severance payment and the vesting of any unvested securities of the Company (the "PAYMENT PROVISIONS").
(b) Promptly following the execution of this Agreement, (i) the Company will prepare and distribute to the Stockholders a disclosure document describing the Payment Provisions relating to Bajaj and Xxxxxxxxxx in all material respects and requesting the Stockholders' approval thereof (the "2001 CONSENT REQUEST") and (ii) the Stockholders agree to vote in favor of, or consent to, the 2001 Consent Request.
(c) The Company shall condition the issuance of any of the voting securities of the Company (including, without limitation, any voting securities issuable upon conversion or exchange of other securities of the Company, or upon the exercise of rights or options to purchase voting securities of the Company) on the recipient of such securities executing and delivering to the Company an agreement to be bound by the provisions of SECTION 7(a) of this Agreement or another agreement containing in form and in substance the requirements of SECTION 7(a) hereof.
(d) If, in order to meet the requirements of Section 280G of the Code, the vote of the Company is necessary, the Company will vote any voting securities of DigitalNet or any other Affiliate of the Company to approve any payment or benefit to be received by Bajaj or Xxxxxxxxxx in connection with a Change of Control under the Senior Management Agreements, including, without limitation, an...
Voting Requirement. The affirmative vote of the holders of a majority of the issued ordinary shares of Parent at the Shareholders' Meeting or any adjournment or postponement thereof to approve this Agreement and the transactions contemplated by this Agreement (the "PARENT SHAREHOLDER APPROVAL") is the only vote of the holders of any class or series of the capital stock and/or any class or share in the capital of Purchaser or Parent necessary to approve this Agreement and the transactions contemplated hereby.
Voting Requirement. Assuming the accuracy of the representations and warranties set forth in Section 4.14, the affirmative vote in favor of the adoption of this Agreement by holders of a majority of the outstanding shares of Company Common Stock entitled to vote at the Company Stockholders Meeting is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve or adopt this Agreement, the Merger and the transactions contemplated by this Agreement (collectively, the “Company Stockholder Approval”).
Voting Requirement. The affirmative vote of a majority of outstanding shares of the Parent's Class A common stock, par value $.10 per share (the "Class A Common Stock"), and Class B common stock, par value $.10 per share (the "Class B Common Stock", and together with the Class A common stock, the "Parent Common Stock"), voting together as a single class, at a stockholder meeting (the "Shareholder Approval") is the only vote of the Parent's capital stock necessary to approve and adopt the transactions contemplated by this Agreement under any applicable Law or pursuant to the requirements of the Parent's Certificate of Incorporation and Bylaws.
