Voting Requirements; Approval; Board Approval. (a) Except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Apple Common Stock entitled to vote (the “Apple Shareholder Approval”), no other vote of the holders of Apple Common Stock is necessary to approve and consummate the Transactions.
Voting Requirements; Approval; Board Approval. The affirmative vote of the holders of at least 2/3 of the Company’s Common Stock, Series A Preferred Stock and Series B Preferred Stock, voting together as a single voting group, and of at least a majority of the Company’s Common Stock, Series A Preferred Stock and Series B Preferred Stock, voting as separate voting groups, are the only votes of the Company’s Shareholders required to authorize this Agreement and the Contemplated Transaction and the board of directors of Seller has, at a meeting duly called and held, by unanimous vote, (i) approved this Agreement, the Closing Documents, and the Contemplated Transactions and (ii) resolved to recommend that the Seller’s shareholders authorize the Agreement and the Contemplated Transactions.
Voting Requirements; Approval; Board Approval. (a) The affirmative vote of the holders of a majority of (i) votes entitled to be cast by the holders of the outstanding shares of ITC Common Stock to approve the MBCA Vote and the Charter Amendment and (ii) votes cast by the holders of the outstanding shares of ITC Common Stock to approve the ITC Stock Issuance, are collectively referred to herein as the “ITC Shareholder Approval” and are the only vote of any class or series of ITC’s capital stock necessary to approve this Agreement, the Other Transaction Agreements and the Transactions. The Board of Directors of ITC has resolved to recommend, subject to the terms of this Agreement, that the ITC Shareholders approve the ITC Stock Issuance, the MBCA Vote, the Charter Amendment and the other Transactions (the “ITC Recommendation”), and such resolutions have not been rescinded, modified or withdrawn prior to the date hereof.
Voting Requirements; Approval; Board Approval. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of Patriot Common Stock is the only vote of any class or series of Patriot’s capital stock necessary to approve this Agreement, the Other Transaction Agreements to which it is a party and the applicable Transactions (the “Patriot Shareholder Approval”). For the avoidance of doubt, the Board of Directors of Patriot has taken all requisite action to ensure that the requisite shareholders vote to approve the Merger has been decreased from two-thirds of the voting power of the outstanding shares of Patriot Common Stock to a majority. The Board of Directors of Patriot has resolved to recommend, subject to the terms of this Agreement, that the Patriot Shareholders approve this Agreement, the Other Transaction Agreements and the Transactions (the “Patriot Recommendation”), and such resolutions have not been rescinded, modified or withdrawn prior to the date hereof.
Voting Requirements; Approval; Board Approval. (a) The only vote of any class or series of Chucktaylor's capital stock necessary to approve this Agreement, the Other Transaction Agreements and the Transactions is the affirmative vote of the holders of two-thirds of the outstanding Chucktaylor Common Stock (the "Chucktaylor Shareholder Approval").
Voting Requirements; Approval; Board Approval. (a) The vote required by Law of any class or series of Victory capital stock necessary to approve this Agreement, the Other Transaction Agreements and the Transactions is the affirmative vote (in person or by proxy) of the holders of the majority of the outstanding shares of Victory Common Stock and Victory Preferred Stock (on an as converted basis), taken together, present at the Victory Stockholder Meeting. Notwithstanding the preceding sentence, Chucktaylor and Victory have agreed that the affirmative vote (in person or by proxy) of the holders of the majority of the outstanding shares of Victory Common Stock present at such Victory Stockholder Meeting, other than shares of Victory Common Stock and Victory Preferred Stock held by Chucktaylor or its Subsidiaries, will be the vote necessary to approve this Agreement, the Other Transaction Agreements and the Transactions (the “Victory Stockholder Approval”).
Voting Requirements; Approval; Board Approval. (a) The only stockholder votes required to approve and adopt this Agreement and the Transactions are (i) in the case of the Merger, the affirmative vote of Parent, as the sole stockholder of MergerSub, (ii) in the case of the Share Issuance, the affirmative vote of a majority of the votes cast on the proposal by the holders of shares of Strawberry Common Stock and Strawberry Series A Preferred voting as a single class at a meeting of the Strawberry Stockholders or any adjournment or postponement thereof and (iii) in the case of the Strawberry Charter Amendment, the affirmative vote of the holders of a majority of the outstanding shares of Strawberry Common Stock and Strawberry Series A Preferred (assuming conversion of all of the outstanding shares of Strawberry Series A Preferred) at a meeting of the Strawberry Stockholders or any adjournment or postponement thereof (the votes referred to in clauses (ii) and (iii) of this Section 4.22(a), the "Strawberry Stockholder Approval").
Voting Requirements; Approval; Board Approval. (a) The affirmative vote of the holders of at least two-thirds of votes entitled to be cast by the holders of the outstanding shares of JMS Common Stock is the only vote of any class or series of JMS's capital stock necessary to approve this Agreement, the Ancillary Agreements, the Merger and the Transactions (the "JMS SHAREHOLDER APPROVAL").
Voting Requirements; Approval; Board Approval. Except for (i) the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Transpro Common Stock entitled to vote, (ii) the adoption of the amendments contained in the Certificate of Incorporation pursuant to Section 2.4, if required by applicable Law, by the affirmative vote of the holders of a majority of the outstanding shares of Transpro Common Stock entitled to vote (the "Charter Amendment"), and (iii) the authorization of the issuance of Surviving Corporation Common Stock pursuant to this Agreement under Rule 712 of the American Stock Exchange (the "AMEX Stock Issuance") by the affirmative vote of a majority of total votes cast by the holders of Transpro Common Stock (collectively, the "Transpro Stockholder Approval"), no other vote of any class or series of Transpro's capital stock is necessary to approve and consummate the Transactions. The board of directors of Transpro has, at a meeting duly called and held, by unanimous vote, (i) determined that the Merger is advisable and in the best interest of Transpro and the Transpro Stockholders, (ii) approved this Agreement, (iii) resolved to recommend (the "Transpro Board Recommendation") that the Transpro Stockholders vote in favor of (A) adopting this Agreement, (B) the Charter Amendment, and (C) the AMEX Stock Issuance, and (iv) directed that (A) this Agreement and the Transactions be submitted to the Transpro Stockholders for adoption at a duly held meeting of such stockholders and (B) the Charter Amendment (if required by applicable Law) and the AMEX Stock Issuance be submitted to the Transpro Stockholders for adoption and approval at a duly held meeting of such stockholders.
Voting Requirements; Approval; Board Approval. (a) The only votes of any class or series of Acquiror’s capital stock necessary to approve this Agreement, the Other Transaction Agreements and the Transactions are the affirmative vote by the holders of a majority of the shares present or represented by proxy at a meeting of Acquiror’s stockholders at which a quorum is present (the “Acquiror Stockholder Approval”).
