Common use of Required Vote of Parent Shareholders Clause in Contracts

Required Vote of Parent Shareholders. Except with respect to the Share Issuance and the amendment of Parent's 1996 Employee Stock Incentive Plan, as amended (the "1996 Plan"), the affirmative vote of a majority of the votes entitled to be cast is required to approve this Agreement and the transactions contemplated hereby, including without limitation the amendment of Parent's Articles of Incorporation. The affirmative vote of the holders of a majority of shares represented and entitled to vote on such amendment is required for the amendment of the 1996 Plan, provided that a quorum is present at the meeting at which such amendment is voted upon. The affirmative vote of a majority of votes cast on a proposal in a proxy bearing on the Share Issuance, in which the total vote cast on the Share Issuance represents over fifty percent (50%) in interest of all securities entitled to vote on the proposal, is required to approve the Share Issuance (the required shareholder votes referred to in this sentence and two preceding sentences are collectively referred to herein as the "Parent Required Vote"). Except for the vote of Parent's shareholders approving this Agreement, the transactions contemplated hereby, the Share Issuance, the amendment to Parent's Articles of Incorporation which increases the authorized capital stock of Parent, and the amendment of the 1996 Plan, no other vote of the shareholders of Parent is required by law, the Articles of Incorporation or Bylaws of Parent or otherwise in order for Parent to consummate the Share Issuance, the Merger and the transactions contemplated hereby. 2.20