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 Company Common Stock, voting as a single class at the Shareholders' Meeting (as defined in Section 6.5(a)), is the only vote of the holders of any class or series of the capital stock of Company necessary to approve this Agreement and the transactions contemplated hereby.

Appears in 4 contracts

Samples: Merger Agreement (Funco Inc), Merger Agreement (Electronics Boutique Holdings Corp), Merger Agreement (Funco Inc)

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Voting Requirements. The affirmative vote of the holders of a majority of the issued outstanding Common Shares and outstanding Shares Preferred Stock entitled to vote at the Stockholders Meeting with respect to the approval of Company Common Stockthe Merger, voting together as a single class at the Shareholders' Meeting (as defined in Section 6.5(a))class, is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve this Agreement and the transactions contemplated herebyby this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Washington National Corp), Agreement and Plan of Merger (Penncorp Financial Group Inc /De/), Agreement and Plan of Merger (Washington National Corp)

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares shares of Company Common Stock, voting as a single class at the Shareholders' Company Shareholders Meeting (as defined in Section 6.5(a))to approve this Agreement, is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve this Agreement and the transactions contemplated hereby.

Appears in 3 contracts

Samples: Merger Agreement (Minntech Corp), Merger Agreement (Cantel Medical Corp), Merger Agreement (Diker Charles M)

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares shares of Company Buyer Common StockStock present at the Buyer Shareholders Meeting, voting as a single class at the Shareholders' Meeting Buyer Shareholders Meeting, to approve the Stock Issuance (as defined in Section 6.5(a7.01(a)), is the only vote of the holders of any class or series of the Buyer's capital stock of Company necessary to approve in connection with this Agreement and the transactions contemplated hereby.

Appears in 3 contracts

Samples: Merger Agreement (Minntech Corp), Merger Agreement (Cantel Medical Corp), Merger Agreement (Diker Charles M)

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares shares of Company Common Stock, voting as a single class at the Shareholders' Meeting (as defined in Section 6.5(a)), Stock is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement and the transactions contemplated herebyMerger.

Appears in 3 contracts

Samples: Merger Agreement (Noodle Kidoodle Inc), Agreement and Plan of Merger (Zany Brainy Inc), Merger Agreement (Zany Brainy Inc)

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Common Shares of Company Common Stock, voting as a single class entitled to vote at the Shareholders' Stockholders Meeting (as defined in Section 6.5(a)), 4.2) is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve this Agreement and the transactions contemplated herebyby this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Portec Inc), Merger Agreement (Code Hennessy & Simmons Ii Lp)

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares shares of Company Common Stock, voting Stock outstanding as a single class at of the Shareholders' record date for the Stockholders Meeting (as defined in Section 6.5(a)), is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve this Agreement and the transactions contemplated herebyby this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Mypoints Com Inc), Merger Agreement (Sanmina Corp/De)

Voting Requirements. The affirmative vote of the ------------------- holders of a majority more than two-thirds of the issued and outstanding Shares shares of Company Common Stock, Stock (voting as a single class at the Shareholders' Meeting (as defined in Section 6.5(a))one class, with each share having one vote) is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve this Agreement and the transactions contemplated herebyMerger.

Appears in 2 contracts

Samples: Merger Agreement (Pine Holdings Inc), Merger Agreement (Pulaski Furniture Corp)

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares of Company Common StockShares, voting as a single class class, at the ShareholdersCompany Stockholders' Meeting (as defined in Section 6.5(a)), hereinafter defined) to adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve and adopt this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Innovex Inc), Merger Agreement (Adflex Solutions Inc)

Voting Requirements. The affirmative vote of the holders of at least a majority of the issued and outstanding Shares shares of Company Common Stock, Stock (voting as a single class at the Shareholders' Meeting one class, with each share of Common Stock having one (as defined in Section 6.5(a)), 1) vote) entitled to be cast approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve this Agreement and the transactions contemplated herebyby this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (First Commonwealth Inc), Merger Agreement (Floss Acquisitions Corp)

Voting Requirements. The affirmative vote of the holders of a majority of the issued voting power of all outstanding shares of Class A Common Stock, Class B Common Stock and outstanding Shares of Company Common Mandatory Preferred Stock, voting as a single class at the Shareholders' Meeting (as defined in Section 6.5(a))class, is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve and adopt this Agreement and the transactions contemplated herebyMerger. The votes required in the preceding sentence are collectively referred to herein as the "Stockholder Approval."

Appears in 2 contracts

Samples: Merger Agreement (Triathlon Broadcasting Co), Merger Agreement (Capstar Broadcasting Corp)

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares shares of Company the Common Stock, voting as a single class at the Shareholders' Meeting (as defined in Section 6.5(a)), Stock is the only vote vote, if any, of the holders of any class or series of the capital stock or other Equity Interests of the Company necessary to adopt this Agreement, and to approve this Agreement and consummate the transactions contemplated herebyTransactions.

Appears in 2 contracts

Samples: Merger Agreement (Makemusic, Inc.), Merger Agreement

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares shares of Company Common Stock, voting as a single class Stock entitled to vote at the ShareholdersStockholders' Meeting (as defined in Section 6.5(a)), is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve this Agreement the Merger and the transactions contemplated herebyhereby (the "Stockholder Approval").

Appears in 2 contracts

Samples: Merger Agreement (Code Hennessy & Simmons Ii Lp), Merger Agreement (NDC Automation Inc)

Voting Requirements. The Except as set forth on Schedule 4.26, the affirmative vote of the holders of a majority of the issued and outstanding Shares shares of Company Common Stock, voting as a single class at the Shareholders' Meeting (as defined in Section 6.5(a)), Stock entitled to vote on this Agreement is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve this Agreement and the transactions contemplated herebydescribed herein.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Central Reserve Life Corp), Stock Purchase Agreement (Central Reserve Life Corp)

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Common Shares of Company Common Stock, voting as a single class entitled to vote at the Shareholders' Stockholders Meeting (as defined below in Section 6.5(a)), 4.2) is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve this Agreement and the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Washington National Corp)

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares shares of Company Common Stock, voting as a single class Stock entitled to vote at the Shareholders' Shareholders Meeting (as defined in Section 6.5(a)), 4.2) is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve this Agreement Merger and the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Intelligent Controls Inc)

Voting Requirements. The affirmative vote of the holders of a majority of the issued aggregate voting power of the outstanding shares of Common Stock and outstanding Shares of Company Class B Common Stock, voting together as a single class at the Shareholders' Meeting (as defined in Section 6.5(a))class, adopting this Agreement is the only vote of the holders of any class or series of the Company’s capital stock of Company necessary necessary, under applicable law or otherwise, to approve adopt this Agreement and (the transactions contemplated hereby“Required Vote”).

Appears in 1 contract

Samples: Merger Agreement (Lee Enterprises Inc)

Voting Requirements. The affirmative vote of the holders of a majority at least two-thirds of the issued and outstanding Shares total number of votes entitled to be cast by the holders of the Company Common Stock, voting Stock outstanding as a single class at of the Shareholders' record date for the Company Special Meeting (as defined in Section 6.5(a)), is the only vote of the holders of any class or series of the Company's capital stock of Company or other securities necessary to approve this Agreement and the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Corning Inc /Ny)

Voting Requirements. The affirmative vote of the holders of at least a majority of the issued and total number of votes cast by the holders of the PSINet Common Stock outstanding Shares as of Company Common Stock, voting as a single class at the Shareholders' record date for the PSINet Special Meeting (as defined in Section 6.5(a)), is the only vote of the holders of any class or series of the PSINet's capital stock of Company or other securities necessary to approve this Agreement and the transactions contemplated herebyMerger.

Appears in 1 contract

Samples: Merger Agreement (Metamor Worldwide Inc)

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares shares of the Company Common Stock, voting as a single class Stock at the Shareholders' Special Meeting (as defined in Section 6.5(a)), is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve and adopt this Agreement and the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Merger Agreement (Jenny Craig Inc/De)

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Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares of Company Common StockShares, voting as a single class class, at the Shareholders' Company Stockholders Meeting to adopt this Agreement and approve the Merger (as defined in Section 6.5(a)), "COMPANY STOCKHOLDER APPROVAL") is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve and/or adopt this Agreement and the transactions contemplated herebyhereby and to approve the Merger.

Appears in 1 contract

Samples: Merger Agreement (Tech Sym Corp)

Voting Requirements. The affirmative vote of no more than the holders of a majority of the issued and outstanding Shares shares of Company Common StockStock (giving effect to the conversion of the Series C Preferred), voting as a single class class, at the Shareholders' Company Stockholders Meeting to approve the Stockholder Approval Matters (as defined in Section 6.5(a)the "COMPANY STOCKHOLDER APPROVAL"), is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Investment Agreement (Explorer Holdings Lp)

Voting Requirements. The affirmative vote of the holders of a majority of the issued outstanding shares of each of the Class A Stock and outstanding Shares of Company Common Class B Stock, each voting as a single separate class at (the Shareholders' Meeting (as defined in Section 6.5(a)"COMPANY SHAREHOLDER APPROVAL"), approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve this Agreement and the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Block Drug Co Inc)

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares shares of Company Buyer Common StockStock present at the Buyer Shareholders Meeting, voting as a single class at the Shareholders' Meeting Buyer Shareholders Meeting, to approve the Stock Issuance (as defined in Section 6.5(a7.1(a)), is the only vote of the holders of any class or series of the Buyer's capital stock of Company necessary to approve in connection with this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Netsilicon Inc)

Voting Requirements. The affirmative vote of the holders of a majority in voting power of the issued and outstanding Shares shares of Company Common Stock, voting together as a single class (the “Company Shareholder Approval”), at the Company Shareholders' Meeting (as defined in Section 6.5(a)), or any adjournment or postponement thereof is the only vote of the holders of any class or series of the capital stock of the Company necessary to approve this Agreement and approve the Merger and the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Emc Corp)

Voting Requirements. The affirmative vote of the holders of a majority of the issued shares of Acquiror Common Stock present and outstanding Shares of Company Common Stock, voting as a single class entitled to vote at the Shareholders' Shareholders Meeting (as defined in Section 6.5(a)), is the only vote of the holders of any class or series of the Acquiror's capital stock of Company necessary to approve this Agreement the Merger, the Share Issuance and the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Ha Lo Industries Inc)

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares shares of Company Buyer Common StockStock present and entitled to vote at the Buyer Shareholders Meeting, voting as a single class at the Shareholders' Meeting Buyer Shareholders Meeting, to approve the issuance of all of the Buyer Common Stock contemplated by this Agreement (as defined in Section 6.5(a)the “Stock Issuance”), is the only vote of the holders of any class or series of the Buyer’s capital stock of Company necessary to approve in connection with this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Guidant Corp)

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares of Company Common Stock, voting as a single class entitled to vote at the Shareholders' Stockholders Meeting (as defined in Section 6.5(a5.1(a)), ) with respect to the adoption of this Agreement is the only vote of the holders of any class or series of the Company's capital stock or other securities required in connection with the consummation by Company of Company necessary to approve this Agreement the Merger and the other transactions contemplated herebyhereby to be consummated by Company.

Appears in 1 contract

Samples: Merger Agreement (Elekta AB)

Voting Requirements. The affirmative vote of the holders of a ------------------- majority of the issued and outstanding Shares shares of Company Common Stock and of a majority of the outstanding Company Preferred Stock, voting as a single class at the Shareholders' Meeting (as defined in Section 6.5(a))separate classes, is are the only vote votes 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 herebyMerger.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares of Company Common StockShares, voting as a single class class, at the Shareholders' Company Stockholders Meeting to adopt this Agreement and approve the Merger (as defined in Section 6.5(a)), the "COMPANY STOCKHOLDER APPROVAL") is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve and/or adopt this Agreement and the transactions contemplated herebyhereby and to approve the Merger.

Appears in 1 contract

Samples: Offer to Purchase (BHR North America Inc)

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares total number of votes entitled to be cast by the holders of the Company Common Stock, voting Stock outstanding as a single class at of the Shareholders' record date for the Company Special Meeting (as defined in Section 6.5(a)), is the only vote of the holders of any class or series of the Company's capital stock of Company or other securities necessary to approve this Agreement and the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Psinet Inc)

Voting Requirements. The affirmative vote of the holders of a majority at least two-thirds of the issued and outstanding Shares of entitled to vote at Company Common Stock, voting as a single class at the Shareholders' Stockholders Meeting (as defined in Section 6.5(a6.3(a))) with respect to the adoption of this Agreement, voting together as a single class, is the only vote of the holders of any class or series of the Company's capital stock or other securities required in connection with the consummation by Company of Company necessary to approve this Agreement the Merger and the other transactions contemplated herebyhereby to be consummated by Company.

Appears in 1 contract

Samples: Merger Agreement (Level 8 Systems Inc)

Voting Requirements. The affirmative vote of the holders of at least a majority of the issued and outstanding Shares shares of Company Common Stock, Stock (voting as a single class at the Shareholders' Meeting one class, with each share of Common Stock having one (as defined in Section 6.5(a)), 1) vote) entitled to be cast approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve this Agreement and the transactions contemplated herebyby this Agreement under the DGCL and the Company's Certificate of Incorporation and By-Laws.

Appears in 1 contract

Samples: Merger Agreement (Intelliquest Information Group Inc)

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