Common use of Voting Requirements Clause in Contracts

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders at the Company Stockholders Meeting (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the "Stockholder 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 and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Stockholders Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder 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 and adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote at the Stockholders Meeting or any adjournment or postponement thereof of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt in favor of adopting this Agreement (the "“Stockholder 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 or adopt this Agreement or to consummate the Merger and approve the other transactions contemplated herebyby this Agreement.

Voting Requirements. The After the Share Purchase, the affirmative vote of the holders of a majority two-thirds of the outstanding shares of Company Corporation Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof entitled to adopt be cast approving this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Corporation's capital stock of the Company necessary to adopt approve this Agreement and approve the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Shareholders Meeting or any adjournment or postponement thereof of a majority of the votes cast by all holders of the shares of Company Common Stock entitled to adopt vote in favor of adopting this Agreement (the "Stockholder “Shareholder Approval"”) is the only vote of the holders of any class or series of the Company’s capital stock of necessary (under applicable Law, the Company necessary Charter, the Company Bylaws or otherwise) to approve or adopt this Agreement or to consummate the Merger and approve the other transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' ’ Meeting or any adjournment or postponement thereof to adopt this Agreement (the "“Stockholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote at the Stockholders Meeting or any adjournment or postponement thereof of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt in favor of adopting this Agreement (the "Stockholder 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 or adopt this Agreement, the Stockholders Agreement and approve or the consummation of the transactions contemplated herebyhereby and thereby.

Voting Requirements. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Stockholders Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the "Stockholder 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 and adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the StockholdersShareholders' Meeting or any adjournment or postponement thereof to adopt approve this Agreement (the "Stockholder Shareholder Approval") is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Company Shareholders’ Meeting or any adjournment or postponement thereof to adopt approve this Agreement (the "Stockholder “Company Shareholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt approve this Agreement and approve the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (as hereinafter defined) of the holders of a majority in voting power of the all outstanding shares of the Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Company Stockholder Approval") ), if required by law, is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated herebyAgreement.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares Company Shares at a meeting of the holders of Company Common Stock at Shares (the Stockholders' Meeting “Company Stockholder Meeting”) or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated herebyprovided for herein.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting or any adjournment or postponement thereof of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt in favor of adopting this Agreement (the "Company Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby. No other approval of the stockholders of the Company is required with respect to this Agreement or the transactions contemplated hereby or by the Voting Agreement.

Voting Requirements. The affirmative vote of the holders of at least a majority of the outstanding shares votes cast by the holders of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof entitled to adopt this Agreement vote thereon (the "Stockholder 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 adopt this Agreement and to approve the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") Stock, is the only vote of the holders of any class or series of the Company’s capital stock of the Company necessary to adopt this Agreement and approve (collectively, the transactions contemplated hereby“Company Stockholder Approval”).

Voting Requirements. The affirmative vote of holders of at least a majority of the outstanding shares of Company Common Stock Shares at the Stockholders' Meeting meeting of the Company's stockholders to be held in connection with the Merger (the "Company Stockholder Meeting") or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Shareholders’ Meeting or any adjournment or postponement thereof to adopt approve this Agreement (the "Stockholder “Shareholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt approve this Agreement and approve the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock Shares, voting as a single class, at the Stockholders' Company Stockholders Meeting or any adjournment or postponement thereof to adopt this Agreement and approve the Merger (the "Company Stockholder 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 and/or adopt this Agreement and approve the transactions contemplated herebyhereby and to approve the Merger.

Voting Requirements. The affirmative vote at the Partners Stockholders Meeting (the "Partners Stockholder Approval") of the holders of a majority of the outstanding shares total votes able to be cast at general meetings of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof Partners to adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of Partners's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Amalgamation.

Voting Requirements. The affirmative vote of the holders of a majority two-thirds of the outstanding shares of Company Common Stock at the Stockholders' Company Stockholders Meeting or any adjournment or postponement thereof 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 of the Company necessary to adopt and approve this Agreement and approve the Merger and the transactions contemplated hereby. The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Company Board of Directors for the consummation of the transactions contemplated by this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof entitled to adopt be cast on this Agreement and the Merger (the "Company Stockholder Approval") is the only vote of the holders of any class or series of capital stock of the Company necessary to approve and adopt this Agreement and Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting of the holders of a majority of the voting power of all outstanding shares of Company Common Stock at as of the Stockholders' record date for persons and entities entitled to notice of, and to vote at, the Company Stockholders Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Company Stockholder Approval") is the only vote of the holders of any ---------------------------- class or series of Company's capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated herebyAgreement.

Voting Requirements. The affirmative vote of the holders of a majority two-thirds of the outstanding shares of Company Common Stock at the Company Stockholders' Meeting or any adjournment or postponement thereof (as defined in Section 5.1(a)) to adopt this Agreement (the "Stockholder 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 and adopt this Agreement and approve the transactions contemplated herebyhereby under the OGCL and otherwise.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' ’ Meeting or any adjournment or postponement thereof to adopt approve this Agreement (the "“Stockholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company Company, if any, necessary to adopt approve this Agreement and approve the transactions contemplated herebyby this Agreement which shall only be required if the Merger is completed in accordance with Section 251 of the DGCL.

Voting Requirements. The affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof (voting as one class, with each share of Company Common Stock having one (1) vote) entitled to adopt be cast approving this Agreement (and the "Stockholder Approval") Merger is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to adopt approve this Agreement Agreement, the Merger and approve the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Company Stockholders' ’ Meeting or any adjournment or postponement thereof to adopt this Agreement (the "“Company Stockholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company Company, if any, necessary to adopt this Agreement and approve the transactions contemplated herebyby this Agreement, which shall only be required if the Merger is completed in accordance with Section 251 of the DGCL.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) at the Stockholders' Stockholders Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' ’ Meeting or any adjournment or postponement thereof to adopt this Agreement (the "“Stockholder Approval"”) is the only vote of the holders of any class or series of capital stock Capital Stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders of a majority in voting power of the outstanding shares of Company Common Stock Stock, voting together as a single class (the “Company Stockholder Approval”), at the Company Stockholders' ’ Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") held by Company Stockholders is the only vote of the holders of any class or series of the Company’s capital stock or other securities of the Company necessary under applicable law or stock exchange (or similar self-regulatory organization) regulations to adopt this Agreement and approve the transactions contemplated herebyTransactions and for consummation by the Company of the Transactions.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the StockholdersShareholders' Meeting or any adjournment or postponement thereof to adopt approve this Agreement (the "Stockholder Shareholder Approval") is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt approve this Agreement and approve the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority of the voting power of all outstanding shares of Company Common Stock at Stock, as of the Stockholders' Meeting or any adjournment or postponement thereof to adopt record date for the Company Stockholders Meeting, adopting this Agreement (the "Company Stockholder 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 and adopt this Agreement and approve or any of the transactions contemplated herebyTransactions.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting of the holders of a majority of the all outstanding shares of Company Common Stock at entitled to vote thereon (the Stockholders' Meeting or any adjournment or postponement thereof “Company Stockholder Approval”) is necessary to adopt this Agreement (the "Agreement. The Company Stockholder Approval") Approval is the only vote of the holders of any class or series of capital stock securities of the Company or its subsidiaries necessary to adopt this Agreement approve and approve consummate the transactions contemplated herebyTransactions.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock Shares at the Stockholders' ’ Meeting or any adjournment or postponement thereof to adopt this Agreement (the "“Stockholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company may be necessary to adopt this Agreement and approve the transactions contemplated herebyTransactions, including the Offer and the Merger.

Voting Requirements. The affirmative vote of holders at the Company Stockholders Meeting (the "Company Stockholder Approval") of a (i) majority of the voting power of all outstanding shares of Company Common Stock at and Company Series A Convertible Preferred Stock, voting together as a single class, and (ii) two-thirds of the Stockholders' Meeting or any adjournment or postponement thereof number of outstanding shares of Company Preferred Stock (with all series voting together as a single class) to adopt this Agreement (the "Stockholder Approval") is are the only vote votes of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Stockholders Meeting or any adjournment or postponement thereof of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt in favor of adopting this Agreement (the "Stockholder Approval") 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 or the consummation of the Company necessary to adopt this Agreement and approve the other transactions contemplated hereby. For purposes of the Stockholder Approval, each outstanding share of Company Common Stock is entitled to one vote.

Voting Requirements. The affirmative vote at the Stockholders Meeting or any adjournment or postponement thereof of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof entitled to adopt vote thereon in favor of adopting this Agreement (the "“Stockholder 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 or adopt this Agreement or to consummate the Merger and approve the other transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of holders of a majority two-thirds of the outstanding shares of Company Common Stock entitled to vote at the Stockholders' Company Stockholder Meeting or any adjournment or postponement thereof to adopt this Agreement (the "“Company Stockholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement in connection with the consummation of the Merger and approve the transactions contemplated herebyother Transactions.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting of the holders of a majority of the voting power of all outstanding shares of Company Common Stock at as of the Stockholders' record date for persons and entities entitled to notice of, and to vote at, the Company Stockholders Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Company Stockholder Approval") is the only vote of the holders of any class or series of Company's capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated herebyAgreement.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock Shares entitled to vote in favor of the adoption of this Agreement at the Stockholders' Company Stockholders Meeting or any adjournment or postponement thereof to adopt this Agreement (the "“Company Stockholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve and authorize the Merger, the Subsequent Mergers and the other transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of holders at the Company Stockholders Meeting (the “Company Stockholder Approval”) of a majority of the outstanding shares of Company Common Stock issued and outstanding and entitled to vote at the Stockholders' Company Stockholders Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of Company’s capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote of holders of a majority of the votes that holders of the outstanding shares of Company Common Stock are entitled to vote at the Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof entitled to adopt this Agreement vote thereon (the "“Stockholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and approve the transactions contemplated herebyMerger (other than a Short Form Merger).

Voting Requirements. The affirmative vote at the Company Stockholders Meeting of the holders of a majority of the votes represented by the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof 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 of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of holders of a the majority of the outstanding shares votes cast at the Company Shareholders Meeting by the holders of Company Common Stock at Shares voting thereon (the Stockholders' Meeting or any adjournment or postponement thereof “Company Shareholder Approval”) is necessary to approve and adopt this Agreement, the Statutory Merger Agreement (and the "Stockholder Approval") Transactions. The Company Shareholder Approval is the only vote of the holders of any class or series of capital stock securities of the Company or any of its subsidiaries necessary to approve and adopt this Agreement and approve the transactions contemplated herebyStatutory Merger Agreement and to consummate the Transactions.

Voting Requirements. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock at in favor of the Stockholders' Meeting or any adjournment or postponement thereof to adopt approval and adoption of this Agreement and the Merger (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to adopt approve this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock Shares, voting as a single class, at the Stockholders' Company Shareholders Meeting or any adjournment or postponement thereof to adopt this Agreement and approve the Merger (the "Stockholder “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 and/or adopt this Agreement and to approve the transactions contemplated herebyMerger.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Company Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Company Stockholder Approval") is the only vote of the holders of any class or series of capital stock of or voting securities of, or other equity interests in, the Company necessary to adopt this Agreement and approve the transactions contemplated herebyAgreement.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote at the Company Stockholders' ’ Meeting or any adjournment or postponement thereof to adopt this Agreement (the "“Company Stockholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of holders the holder of a majority of the all outstanding shares of the Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Company Stockholder Approval") ), which such Company Stockholder Approval has been obtained, is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of the holders of a majority two thirds (2/3) of the outstanding shares of Company Common Stock at the Stockholders' Shareholders Meeting or any adjournment or postponement thereof to adopt approve this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to adopt approve this Agreement and approve the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Company Stockholders Meeting or any adjournment or postponement thereof called 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 of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote at the Stockholders Meeting or any adjournment or postponement thereof of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt in favor of adopting this Agreement (the "“Stockholder 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 or adopt this Agreement and approve or the transactions contemplated herebyconsummation of the Merger.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Company Shareholder Meeting or any adjournment or postponement thereof to adopt of the holders of a majority of the voting power of all outstanding shares of Company Common Stock in favor of approving this Agreement (the "Stockholder Company Shareholder Approval") 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. No other approval of the shareholders of the Company necessary is required with respect to adopt this Agreement and approve or the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' ’ Meeting or any adjournment or postponement thereof to adopt this Agreement (the "“Stockholder Approval"”) is the only vote of the holders of any class or series of capital stock of or voting securities of, or other equity interests in, the Company necessary to adopt this Agreement and approve the transactions contemplated herebyAgreement.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock Shares at the Stockholders' Meeting meeting of the Company’s stockholders to be held in connection with the Merger (the “Company Stockholder Meeting”) or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement Agreement, approve the transactions contemplated hereby and approve otherwise for the Company to consummate the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), at the Company Stockholders' ’ Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") thereof, is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of holders of a majority in voting power of the outstanding shares of Company Common Stock Stock, voting together as a single class (the “Shareholder Approval”), at the Stockholders' Shareholders’ Meeting or any adjournment or postponement thereof with respect to adopt this Agreement (the "Stockholder Approval") Merger is the only vote vote, if any, of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and to approve the Offer, Merger and the other transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote at the Stockholders Meeting or any adjournment or postponement thereof of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt in favor of adopting this Agreement (the "“Stockholder 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 or adopt this Agreement and approve or the consummation of the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Shareholders’ Meeting or any adjournment or postponement thereof to adopt approve this Agreement (the "Stockholder “Shareholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the StockholdersShareholders' Meeting or any adjournment or postponement thereof to adopt approve this Agreement (the "Stockholder Shareholder Approval") is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt approve this Agreement and approve the transactions contemplated herebyby this Agreement (it being understood that the approval of the Original Merger Agreement by the shareholders of the Company on April 27, 2005, shall not constitute the "Shareholder Approval" with regard to this Agreement).

Voting Requirements. The affirmative vote of holders at the Company Shareholders Meeting of a majority of the outstanding shares of Company Common Stock (the “Company Shareholder Approval”) issued and outstanding and entitled to vote at the Stockholders' Company Shareholders Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the "Stockholder 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 and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Company Shareholders’ Meeting or any an adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of capital stock of or voting securities of, or other equity interests in, the Company necessary to adopt this Agreement and approve the transactions contemplated herebyAgreement.

Voting Requirements. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Company Shareholders Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder “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 adopt and approve this Agreement and approve the Merger and the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders the Holders of a majority at least two-thirds of the outstanding shares total number of votes entitled to be cast by the Holders of the Company Common Stock at outstanding as of the Stockholders' Meeting or any adjournment or postponement thereof record date for the Company's shareholder meeting to adopt approve this Agreement (the "Stockholder Approval") is the only vote of the holders Holders of any class or series of the Company's capital stock of or other securities necessary to be received by the Company necessary in order to adopt approve this Agreement and approve the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority two-thirds of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof entitled to adopt this Agreement vote thereon (the "Company Stockholder 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 and adopt this Merger Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders of a majority of the -------------------- votes cast by all holders of the outstanding shares of Company Common Stock entitled to vote thereon at the Stockholders' Shareholders Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder 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 adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Stockholders Meeting or any adjournment or postponement thereof to adopt approve this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to adopt approve this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders the holder of a majority of the all outstanding shares of the Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Company Stockholder Approval") ), which such Company Stockholder Approval has been obtained, is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Acquisition.

Voting Requirements. The affirmative vote of holders of a -------------------- majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders at the Company Stockholders Meeting (the "COMPANY STOCKHOLDER APPROVAL") of a majority of the outstanding shares of Company Common Stock issued and outstanding and entitled to vote at the Stockholders' Company Stockholders Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the "Stockholder 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 and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' ’ Meeting or any adjournment or postponement thereof to adopt this Agreement (the "“Stockholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company Common Stock Stock, voting together as a single class (the “Company Stockholder Approval”), at the Company Stockholders' ’ Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") thereof, is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of holders at the Company ------------------- Stockholders Meeting (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the "Stockholder 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 and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Voting Common Stock at the Stockholders' ’ Meeting or any adjournment or postponement thereof to adopt this Agreement (the "“Stockholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting of the holders of a majority of the outstanding shares of Company Common Stock at entitled to vote thereon (the Stockholders' Meeting or any adjournment or postponement thereof Company Stockholder Approval) is necessary to adopt this Agreement (the "Agreement. The Company Stockholder Approval") Approval is the only vote of the holders of any class or series of capital stock securities of the Company or its Subsidiaries is necessary to adopt this Agreement approve and approve consummate the transactions contemplated herebyTransactions.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Shareholders’ Meeting or any adjournment or postponement thereof to adopt approve this Agreement (the "Stockholder “Shareholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt approve this Agreement and approve the transactions contemplated herebyby this Agreement (it being understood that the approval of the Original Merger Agreement by the shareholders of the Company on April 27, 2005, shall not constitute the “Shareholder Approval” with regard to this Agreement).

Voting Requirements. The affirmative vote at the Stockholders Meeting or any adjournment or postponement thereof of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof entitled to adopt vote thereon in favor of adopting this Agreement (the "Stockholder 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 or adopt this Agreement or to consummate the Merger and approve the other transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of holders at the Company Stockholders Meeting (the “Company Stockholder Approval”) of a majority of the outstanding shares of Company Common Stock issued and outstanding and entitled to vote at the Stockholders' Company Stockholders Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the "Stockholder 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 and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company the Company’s Common Stock entitled to vote thereon at the Stockholders' Shareholders’ Meeting or any adjournment or postponement thereof to adopt this Agreement (the "“Stockholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company necessary for the Company to adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders at the Company Shareholders Meeting (the "Company Shareholder Approval") of a majority of the outstanding shares of Company Common Stock voting at the Stockholders' Company Shareholders Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the "Stockholder 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 and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote of holders of a majority of the votes entitled to be cast by the holders of the outstanding shares of Company Common Stock Stock, voting together as a single class, at the Stockholders' Company Stockholders Meeting called to adopt this Agreement or any adjournment or postponement thereof 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 of the Company necessary to adopt this Agreement and approve the transactions contemplated herebyTransactions.

Voting Requirements. The affirmative vote of holders at the Company Shareholders Meeting (the "COMPANY SHAREHOLDER APPROVAL") of a majority of the outstanding shares of Company Common Stock voting at the Stockholders' Company Shareholders Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the "Stockholder 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 and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote of holders of a majority of the ------------------- outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder ApprovalCOMPANY STOCKHOLDER APPROVAL") is the only vote of the holders of any ---------------------------- class or series of the Company's capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Company Shareholders Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder 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 adopt and approve this Agreement and approve the Merger and the transactions contemplated hereby.

Voting Requirements. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock Shares, voting as a single class, at the Stockholders' Company Stockholder Meeting or any adjournment or postponement thereof (the "Company Stockholder Approval") to adopt this Agreement (and the "Stockholder Approval") transactions contemplated hereby is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders at the Company Stockholders Meeting (the "COMPANY STOCKHOLDER APPROVAL") of a majority of the outstanding shares of Company Common Stock issued and outstanding and entitled to vote at the Stockholders' Company Stockholders Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of Company's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Company Stockholders Meeting or any adjournment or postponement thereof called to adopt this Agreement (the "Company Stockholder Approval") is the only vote of the holders of any class or series of capital stock of the Company Capital Stock necessary to approve and adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' ’ Meeting or any adjournment or postponement thereof to adopt approve this Agreement (the "“Stockholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt approve this Agreement and approve the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Company Stockholders Meeting or any adjournment or postponement thereof called 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 of the Company necessary to approve and adopt this Agreement Agreement, the Merger and approve the transactions contemplated herebyother Transactions.

Voting Requirements. The affirmative vote at the Stockholders Meeting or any adjournment or postponement thereof of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt in favor of adopting this Agreement (the "“Stockholder 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 or adopt this Agreement Agreement, the Merger and approve the other transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority two-thirds of the outstanding shares of Company Common Stock at the Stockholders' Company Shareholders Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder 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 adopt and approve this Agreement and approve the Merger and the transactions contemplated hereby.

Voting Requirements. The affirmative vote of the holders of a majority of the voting power of all outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof meeting of stockholders of the Company (the "Company Stockholder Meeting") to adopt this Agreement and to approve the transactions contemplated by this Agreement (the "Company Stockholder 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 and adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Company Stockholders Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of Company's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby. The Board of Directors of the Company has duly and validly approved and has taken or, prior to the Effective Time, will have taken, all corporate action required to be taken by the Company Board of Directors for the consummation of the transactions contemplated by this Agreement.

Voting Requirements. The affirmative vote of the ------------------- holders of at least a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof entitled to adopt be cast approving and adopting this Agreement (the "Stockholder 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 and adopt the Offer, the Merger, this Agreement and approve the transactions contemplated herebyhereby or thereby.

Voting Requirements. The affirmative vote or written consent of the holders of a majority of the outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to adopt in favor of adopting this Agreement (the "“Stockholder 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 or adopt this Agreement or to consummate the Merger and approve the other transactions contemplated herebyby this Agreement. The delivery of the Stockholder Consent will constitute the Stockholder Approval.

Voting Requirements. The affirmative vote of holders of a majority two-thirds of the outstanding shares of Company Common Stock at the Stockholders' Shareholders’ Meeting or any adjournment or postponement thereof to adopt approve this Agreement (the "Stockholder “Shareholder Approval"”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt approve this Agreement and approve the transactions contemplated herebyby this Agreement.