Required Vote of Parent Stockholders Clause Samples

Required Vote of Parent Stockholders. No vote of the holders of Parent Common Stock or any other securityholders of Parent is required to approve the Share Issuance or required by law, the Parent Charter or the Parent Bylaws or otherwise in order for Parent to consummate the Merger, the Subsequent Merger and the transactions contemplated hereby.

Required Vote of Parent Stockholders. The affirmative vote of (i) the holders of Parent Common Stock required by the rules of the Nasdaq Global Select Market to approve the Stock Issuance, which is the affirmative vote of a majority of the total votes cast, and (ii) the holders of the Parent Common Stock required under applicable Delaware Law to amend Parent’s certificate of incorporation to increase the number of authorized shares of Parent Common Stock, which is the affirmative vote of the holders of a majority of the issued and outstanding Parent Common Stock, are the only votes of the holders of a class or series of Parent capital stock or other voting securities necessary to approve the issuance of shares of Parent Common Stock in connection with the Merger and the other transactions contemplated by this Agreement (the “Parent Stockholder Approval”).

Required Vote of Parent Stockholders. No vote of the security holders of Parent is required by law, the Parent Charter or the Parent Bylaws or otherwise in order for Parent to consummate the Merger and the transactions contemplated hereby, including the Share Issuance.

Required Vote of Parent Stockholders. The vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on this Agreement and the Transactions, including the Merger, at the Parent Stockholders’ Meeting, or any adjournment or postponement thereof, in favor of the adoption of this Agreement and the approval of the Transactions, including the Merger (the "Parent Stockholder Approval") is the only vote or approval of the holders of any class or series of capital stock or other securities of Parent or any of its Subsidiaries that is required to adopt this Agreement and approve the Transactions, including the Merger.

Required Vote of Parent Stockholders. 16 Section 2.20

Required Vote of Parent Stockholders. Subject to the Second Parent Stockholders Meeting being required by the rules of the NYSE (after consultations by Parent and the Company with the NYSE), the affirmative vote of the holders of a majority of the Parent Shares represented at the Second Parent Stockholders Meeting (provided that at least a majority of the Parent Shares are represented in person or by proxy at such meeting) approving the issuance of Parent Shares in the Merger is the only vote of the holders of any class or series of Parent’s capital stock necessary to approve the Amended Merger Agreement and the transactions contemplated by the Amended Merger Agreement.

Required Vote of Parent Stockholders. Other than (i) the affirmative vote approving the issuance of shares of Parent Common Stock to the stockholders of the Company in the Merger by the holders of a majority of the outstanding shares of Parent Common Stock actually present and voting and (ii) a plurality vote of the holders of Parent Common Stock electing the Director Nominees (as defined in Section 5.17) to Parent's Board of Directors, no other vote of the stockholders of Parent or Merger Sub is required by law, the charter or By-laws of Parent or Merger Sub in order for Parent and Merger Sub to consummate the Merger and the transactions contemplated hereby.

Required Vote of Parent Stockholders. Assuming the accuracy of the representation contained in Section 3.14(a), the affirmative vote of the holders of a majority of the voting power of the Parent Common Stock cast at the Parent Stockholders Meeting, as required by the rules of the NASDAQ, is the only vote of holders of any class of securities of Parent that is required to approve the Stock Issuance, and the affirmative vote of the holders of a majority of the voting power of the outstanding Parent Common Stock at the Parent Stockholder Meeting, as required by Section 242 of the DGCL, is the only vote of holders of any class of securities of Parent that is required to approve the Parent Charter Amendment (such approvals of the Stock Issuance and the Parent Charter Amendment, collectively, the “Parent Stockholder Approval”), and no other vote of holders of securities of Parent is required to approve the Combination and the other transactions contemplated by this Agreement.

Required Vote of Parent Stockholders. The affirmative vote of the holders of outstanding shares of Parent Common Stock and Parent Class B Stock representing at least a majority of all the votes entitled to be cast thereupon by holders of Parent Common Stock and Parent Class B Stock voting together as a class, is the only vote of holders of securities of Parent which is required to adopt this Agreement. The affirmative vote of the holders of outstanding shares of Parent Common Stock and Parent Class B Stock representing at least a majority of all the votes entitled to be cast thereupon by holders of Parent Common Stock and Parent Class B Stock, voting together as a class, is the only vote of holders of securities of Parent which is required to approve the Certificate Amendment. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock and Parent Class B Stock, voting together as a class, present in person or by proxy at a meeting duly called and held for approval of the Stock Issuance is the only vote of holders of securities of Parent which is required to approve the Stock Issuance. Immediately following the execution of this Agreement, holders of Parent Class B Stock will act by written consent, which action will be sufficient, without the vote of any other stockholder, for the stockholders of Parent to adopt this Agreement and to approve the Certificate Amendment and the Stock Issuance.