Common use of Voting Requirements Clause in Contracts

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Buyer Common Stock present at the Buyer Shareholders Meeting, voting as a single class at the Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a)), is the only vote of the holders of any class or series of Buyer's capital stock necessary in connection with this Agreement and the transactions contemplated hereby.

Voting Requirements. The affirmative vote of the holders of a majority of the issued outstanding Common Shares and outstanding shares of Buyer Common Preferred Stock present entitled to vote at the Buyer Shareholders MeetingStockholders Meeting with respect to the approval of the Merger, voting together as a single class at the Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a))class, is the only vote of the holders of any class or series of Buyerthe Company's capital stock necessary in connection with to approve this Agreement and the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Buyer Common Stock present at the Buyer Shareholders MeetingSpecial Meeting (at which a quorum is present, voting as a single class at in favor of the issuance of Buyer Shareholders MeetingCommon Stock pursuant to this Agreement, to approve consistent with the Stock Issuance requirements of the NYSE (defined in Section 7.01(a)the "Buyer Stockholder Approval"), is the only vote of the holders of any class or series of Buyer's capital stock necessary in connection with this Agreement and to approve the transactions contemplated herebyby this Agreement.

Voting Requirements. (a) The affirmative vote votes of the holders of a majority of the issued and voting power of all outstanding shares of Buyer Common Stock present Seller Shares at the Buyer Seller Shareholders Meeting, voting as a single class at Meetings (the Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a)), is "Seller Shareholder Approvals") are the only vote votes of the holders of any class or series of BuyerSeller's capital stock necessary in connection with to approve and adopt this Agreement and the transactions contemplated hereby.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Buyer Company Common Stock present at the Buyer Shareholders Meeting, voting as a single class at the Buyer Shareholders Meeting, Shareholders' Meeting or any adjournment or postponement thereof to approve this Agreement (the Stock Issuance (defined in Section 7.01(a)), "Shareholder Approval") is the only vote of the holders of any class or series of Buyer's capital stock of the Company necessary in connection with to approve this Agreement and the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority in voting power of the issued and outstanding shares of Buyer Company Common Stock present at the Buyer Shareholders MeetingStock, voting together as a single class (the “Company Stockholder Approval”), at the Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a)), Company Stockholders’ Meeting or any adjournment or postponement thereof is the only vote of the holders of any class or series of Buyer's capital stock of the Company necessary in connection with 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 a majority of the issued and outstanding shares of Buyer Parent Common Stock present at the Buyer Shareholders Meeting, voting as a single class at the Buyer Shareholders Meeting, Parent special stockholders’ meeting convened in accordance with Section 3.4 and entitled to approve the Stock Issuance (defined in Section 7.01(a)), vote thereon is the only vote of the holders of any class or series of Buyer's the capital stock of Parent necessary in connection with to approve this Agreement and the transactions contemplated herebyAgreement.

Voting Requirements. The affirmative vote of the holders of a majority of all the issued and outstanding shares of Buyer Common Stock present Shares entitled to vote thereon at the Buyer Shareholders Meeting, voting as a single class at the Buyer Shareholders Meeting, Stockholders’ Meeting or any adjournment or postponement thereof to adopt this Agreement and approve the Stock Issuance transactions contemplated hereby (defined in Section 7.01(a)the “Stockholder Approval”), is the only vote of the holders of any class or series of Buyer's capital stock of the Company necessary in connection with for the Company to adopt 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 Buyer Company Common Stock present at the Buyer Shareholders Meeting, voting as a single class at Stockholders’ Meeting or any adjournment or postponement thereof to adopt this Agreement (the Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a)), “Stockholder Approval”) is the only vote of the holders of any class or series of Buyer's capital stock or voting securities of, or other equity interests in, the Company necessary in connection with to adopt this Agreement and the transactions contemplated herebyAgreement.

Voting Requirements. (a) The affirmative vote of the holders of a majority of the issued and voting power of all outstanding shares of Buyer the Surviving Company Common Stock present at the Buyer Shareholders MeetingStock, voting as a single class class, at the Buyer Surviving Company Shareholders Meeting, to approve Meeting (the Stock Issuance (defined in Section 7.01(a)), "Surviving Company Shareholder Approval") is the only vote of the holders of any class or series of Buyerthe Surviving Company's capital stock necessary in connection with to approve and adopt this Agreement and the transactions contemplated hereby.

Voting Requirements. The affirmative vote of the holders of at least a majority of the issued and outstanding shares of Buyer Company Common Stock present at the Buyer Shareholders Meeting, (voting as a single class at one class, with each share of Company Common Stock having one (1) vote) entitled to be cast approving this Agreement and the Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a)), Merger is the only vote of the holders of any class or series of Buyerthe Company's capital stock necessary in connection with to approve this Agreement Agreement, the Merger and the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority in voting power of the issued and outstanding shares of Buyer Company Common Stock present at the Buyer Shareholders MeetingStock, voting together as a single class (the “Shareholder Approval”), at the Buyer Shareholders Meeting, Shareholders’ Meeting or any adjournment or postponement thereof with respect to approve the Stock Issuance (defined in Section 7.01(a)), Merger is the only vote vote, if any, of the holders of any class or series of Buyer's capital stock of the Company necessary in connection with to adopt this Agreement and to approve the Offer, Merger and the other transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of at least a majority of the issued and outstanding shares of Buyer Common Stock, the Series A Preferred Stock present at and the Buyer Shareholders Meeting, Series B Preferred Stock (voting as a single class at one class, with each share of Common Stock, each share of Series A Preferred Stock and each share of the Buyer Shareholders Meeting, Series B Preferred Stock having one (1) vote) entitled to approve the Stock Issuance (defined in Section 7.01(a)), be cast approving this Agreement is the only vote of the holders of any class or series of Buyerthe Company's capital stock necessary in connection with to approve this Agreement and the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Buyer Common Stock present entitled to vote at the Buyer Shareholders Meeting, voting as a single class at the Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a)), Stockholders' Meeting is the only vote of the holders of any class or series of Buyerthe Company's capital stock necessary in connection with this Agreement to approve the Merger and the transactions contemplated herebyhereby (the "Stockholder Approval").

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Buyer Common Stock present Shares entitled to vote at the Buyer Shareholders Meeting, voting Stockholders Meeting (as a single class at the Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a5.1(a)), ) with respect to the adoption of this Agreement is the only vote of the holders of any class or series of Buyer's Company’s capital stock necessary or other securities required in connection with this Agreement the consummation by Company of the Merger and the other transactions contemplated herebyhereby to be consummated by Company.

Voting Requirements. The affirmative vote of the holders of at least a majority of the issued and outstanding shares of Buyer Common Stock present at the Buyer Shareholders Meeting, (voting as a single class at the Buyer Shareholders Meetingone class, with each share of Common Stock having one (1) vote) entitled to approve the Stock Issuance (defined be cast in Section 7.01(a)), adopting this Agreement is the only vote of the holders of any class or series of Buyerthe Company's capital stock or other securities of the Company necessary in connection with under applicable law or stock exchange (or similar self-regulatory organization) regulations to adopt this Agreement and approve the transactions contemplated herebyby this Agreement and for consummation by the Company of the transactions contemplated by this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority of the votes ------------------- cast by the holders of the issued and outstanding shares of Buyer Common Stock present Shares entitled to vote thereon at the Buyer Shareholders Meeting, voting as a single class at the Buyer Shareholders Meeting, to approve the Stock Issuance (defined Stockholders Meeting described in Section 7.01(a)), 6.2 hereof with respect to the approval of the Merger is the only vote of the holders of any class or series of Buyerthe Company's capital stock or other securities necessary in connection with to approve this Agreement Agreement, the Merger and the other transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority in voting power of the issued and outstanding shares of Buyer Company Common Stock present at the Buyer Shareholders MeetingStock, voting together as a single class (the “Company Shareholder Approval”), at the Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a)), Company Shareholders’ Meeting or any adjournment or postponement thereof is the only vote of the holders of any class or series of Buyer's capital stock of the Company necessary in connection with to approve this Agreement and approve the Merger and the other transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Buyer Common Stock present at the Buyer Shareholders Meeting, voting as a single class at the Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a7.1(a)), is the only vote of the holders of any class or series of Buyer's capital stock necessary in connection with this Agreement and the transactions contemplated hereby.

Voting Requirements. The affirmative vote of the holders of a ------------------- majority of the issued and outstanding shares of Buyer Company Common Stock present at outstanding as of the Buyer Shareholders Meeting, voting as a single class at record date for the Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a)), Stockholders Meeting is the only vote of the holders of any class or series of Buyerthe Company's capital stock necessary in connection with to approve this Agreement and the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of no more than the holders of a majority of the issued and outstanding shares of Buyer Common Stock present at (giving effect to the Buyer Shareholders Meetingconversion of the Series C Preferred), voting as a single class class, at the Buyer Shareholders Meeting, Company Stockholders Meeting to approve the Stock Issuance Stockholder Approval Matters (defined in Section 7.01(a)the "COMPANY STOCKHOLDER APPROVAL"), is the only vote of the holders of any class or series of Buyerthe Company's capital stock necessary in connection with this Agreement and to approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Buyer Common Stock present at the Buyer Shareholders MeetingShares, voting as a single class class, at the Buyer Shareholders Meeting, Company Stockholders Meeting to adopt this Agreement and approve the Stock Issuance Merger (defined in Section 7.01(a)), "COMPANY STOCKHOLDER APPROVAL") is the only vote of the holders of any class or series of Buyerthe Company's capital stock necessary in connection with to approve and/or adopt this Agreement and the transactions contemplated herebyhereby and to approve the Merger.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Buyer Company Common Stock present entitled to vote thereon at the Buyer Shareholders Meeting, voting as a single class at Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement (the Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a)), "Stockholder Approval") is the only vote of the holders of any class or series of Buyer's capital stock of the Company necessary in connection with for the Company to adopt this Agreement and approve the transactions contemplated hereby.

Voting Requirements. The affirmative vote of the holders of a majority of the issued votes cast by the holders of the Shares and outstanding shares of Buyer Common Stock present Series A Preferred Shares entitled to vote thereon at the Buyer Shareholders Meeting, voting as a single class at Stockholders Meeting with respect to the Buyer Shareholders Meeting, to approve approval of the Stock Issuance (defined in Section 7.01(a)), Merger is the only vote of the holders of any class or series of Buyerthe Company's capital stock necessary in connection with to approve this Agreement and the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Buyer Company Common Stock present at the Buyer Shareholders Meeting, voting as a single class at the Buyer Shareholders Meeting, Company Shareholders’ Meeting or an adjournment or postponement thereof to approve the Stock Issuance (defined in Section 7.01(a)), adopt this Agreement is the only vote of the holders of any class or series of Buyer's capital stock or voting securities of, or other equity interests in, the Company necessary in connection with to adopt this Agreement and the transactions contemplated herebyAgreement.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Buyer Acquiror Common Stock present and entitled to vote at the Buyer Shareholders Meeting, voting as a single class at the Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a)), Meeting is the only vote of the holders of any class or series of BuyerAcquiror's capital stock necessary in connection with this Agreement to approve the Merger, the Share Issuance and the transactions contemplated hereby.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Buyer Common Stock present Shares entitled to vote at the Buyer Shareholders Meeting, voting Stockholders Meeting (as a single class at the Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a5.1(a)), ) with respect to the adoption of this Agreement is the only vote of the holders of any class or series of BuyerCompany's capital stock necessary or other securities required in connection with this Agreement the consummation by Company of the Merger and the other transactions contemplated herebyhereby to be consummated by Company.

Voting Requirements. The affirmative vote of the holders of a majority at least two-thirds of the issued and outstanding shares Shares entitled to vote at Company Stockholders Meeting (as defined in Section 6.3(a)) with respect to the adoption of Buyer Common Stock present at the Buyer Shareholders Meetingthis Agreement, voting together as a single class at the Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a))class, is the only vote of the holders of any class or series of BuyerCompany's capital stock necessary or other securities required in connection with this Agreement the consummation by Company of the Merger and the other transactions contemplated herebyhereby to be consummated by Company.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Buyer Common Stock present Shares entitled to vote at the Buyer Shareholders Meeting, voting Stockholders Meeting (as a single class at the Buyer Shareholders Meeting, to approve the Stock Issuance (defined below in Section 7.01(a)), 4.2) is the only vote of the holders of any class or series of Buyerthe Company's capital stock necessary in connection with to approve this Agreement and the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of at least a majority of the issued and outstanding shares of Buyer Common Stock present at the Buyer Shareholders Meeting, (voting as a single class at the Buyer Shareholders Meetingone class, with each share of Common Stock having one (1) vote) entitled to approve the Stock Issuance (defined in Section 7.01(a)), be cast approving this Agreement is the only vote of the holders of any class or series of Buyerthe Company's capital stock necessary in connection with to approve this Agreement and the transactions contemplated herebyby this Agreement under the DGCL and the Company's Certificate of Incorporation and By-Laws.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Buyer Common Stock present at the Buyer Shareholders MeetingShares, voting as a single class class, at the Buyer Shareholders Meeting, Company Stockholders Meeting to adopt this Agreement and approve the Stock Issuance Merger (defined in Section 7.01(a)), the "COMPANY STOCKHOLDER APPROVAL") is the only vote of the holders of any class or series of Buyerthe Company's capital stock necessary in connection with to approve and/or adopt this Agreement and the transactions contemplated herebyhereby and to approve the Merger.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Buyer Common Stock present at the Buyer Shareholders MeetingSpecial Meeting of Stockholders (at which a quorum is present) in favor of the issuance of Buyer Common Stock pursuant to this Agreement, voting as a single class at consistent with the requirements of the Nasdaq National Market System (the "Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a)Stockholder Approval"), is the only vote of the holders of any class or series of Buyer's capital stock necessary in connection with this Agreement and to 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 Buyer Common Stock present entitled to vote at the Buyer Shareholders Meeting, voting Meeting (as a single class at the Buyer Shareholders Meeting, to approve the Stock Issuance (defined in Section 7.01(a)), 4.2) is the only vote of the holders of any class or series of Buyerthe Company's capital stock necessary in connection with this Agreement to approve Merger and the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding votes cast by the holders of the shares of Buyer Strategic Common Stock present entitled to vote thereon at the Buyer Shareholders Meeting, voting as a single class at Stockholders Meeting with respect to the Buyer Shareholders Meeting, to approve approval of the Stock Issuance (defined in Section 7.01(a)), Merger is the only vote of the holders of any class or series of BuyerStrategic's capital stock necessary in connection with to approve this Agreement and the transactions contemplated herebyby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Buyer Common Stock present and entitled to vote at the Buyer Shareholders Meeting, voting as a single class at the Buyer Shareholders Meeting, to approve the issuance of all of the Buyer Common Stock Issuance contemplated by this Agreement (defined in Section 7.01(a)the “Stock Issuance”), is the only vote of the holders of any class or series of Buyer's ’s capital stock necessary in connection with this Agreement and the transactions contemplated hereby.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding shares of Buyer Common Stock present at the Buyer Shareholders MeetingShares, voting as a single class class, at the Buyer Shareholders Meeting, Company Stockholder Meeting (the "Company Stockholder Approval") to approve adopt this Agreement and the Stock Issuance (defined in Section 7.01(a)), transactions contemplated hereby is the only vote of the holders of any class or series of Buyer's the capital stock of the Company necessary in connection with to approve and adopt this Agreement and the transactions contemplated hereby.