Common use of Vote Required Clause in Contracts

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Sale and the other Contemplated Transactions.

Vote Required. The affirmative vote of the holders of not less than shares representing a majority of the voting power of the outstanding shares of the Company Common Stock (entitled to vote at the “Company Stockholder Approval”) Meeting is the only vote required (under applicable Law, the Company Charter, the Company By-Laws, or otherwise) of the holders of any class or series of shares of capital stock or other equity securities of the Company necessary to approve the Sale this Agreement and the other Contemplated Transactionstransactions contemplated hereby (including the Merger) (the “Company Stockholder Approval”).

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Sale Merger and the other Contemplated Transactionstransactions contemplated hereby. The consent of the Company OP General Partner, as the sole general partner of the Company Operating Partnership, is the only vote of the partners of the Company Operating Partnership necessary to adopt this Agreement and approve the Partnership Merger and the other transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Securities of the Company necessary to approve the Sale this Agreement and the other Contemplated Transactionstransactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock of the Company necessary to approve the Sale this Agreement and the other Contemplated TransactionsTransactions is the affirmative vote of the holders of a majority of the votes entitled to be cast by all holders of the outstanding shares of Company Common Stock (the "Company Stockholders' Approval").

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote thereon in favor of the adoption of this Agreement (the “Required Company Stockholder ApprovalVote”) is the only vote or consent of the holders of any class or series of shares of the Company’s capital stock of the Company necessary to approve the Sale and the other Contemplated Transactionsadopt this Agreement.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class Company’s shareholders necessary (under applicable Law or series of shares of stock of the Company necessary otherwise), to approve this Agreement (the Sale and the other Contemplated Transactions“Company Shareholder Approval”).

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve the Sale and adopt this Agreement and the other Contemplated Transactionstransactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock in favor of the adoption of this Agreement and approval of the Transactions (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company’s capital stock necessary for the Company necessary to adopt this Agreement and approve the Sale and the other Contemplated Transactions.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Company Stockholders’ Meeting in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote or consent of the holders of any class or series of shares of stock Securities of the Company necessary that is required to approve authorize this Agreement or to consummate the Sale Merger and the other Contemplated Transactionstransactions contemplated by this Agreement.

Vote Required. The If approval of the holders of Company Common Stock is required by applicable Law, the affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Sale Merger and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock to adopt this Agreement (the “"Required Company Stockholder Approval”Vote") is the only vote of the holders of any class or series of shares of capital stock of the Company necessary to approve and adopt this Agreement and to consummate the Sale Merger and the other Contemplated Transactionstransactions contemplated hereby and by the other Transaction Agreements.

Vote Required. The affirmative vote of the holders of not less than Company’s stockholders holding a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of Company’s capital stock of the Company necessary to approve the Sale this Agreement and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote (or action by written consent) of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote or consent of the holders of any class or series of shares of stock of the Company Capital Stock necessary to adopt or approve this Agreement, approve the Sale Merger, and the Contemplated Transactions and the other Contemplated Transactionsmatters set forth in Section 5.2(a) of this Agreement.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”"REQUIRED COMPANY VOTES") is the only vote of the holders of any class or series of the Company capital stock necessary to approve this Agreement and the transactions contemplated hereby and is only necessary in the event that the number of shares of stock of the Company necessary Common Stock tendered pursuant to approve the Sale Offer represents less than 90% of the issued and outstanding shares of the other Contemplated TransactionsCompany Common Stock.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to adopt this Agreement and approve the Sale Company Merger and the other Contemplated Transactionstransactions contemplated hereby (other than the Partnership Approval, which has already been obtained).

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company ▇▇▇▇ Common Stock entitled to vote (the “Company ▇▇▇▇ Stockholder Approval”) is the only vote of the holders of any class or series securities of shares of stock of the Company necessary ▇▇▇▇ required to approve the Sale Company Merger and the other Contemplated Transactionstransactions contemplated by this Agreement.

Vote Required. The affirmative vote of the holders of not less than outstanding Company Common Stock representing at least a majority of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock (the “Company Requisite Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock securities of the Company that is necessary to adopt this Agreement or approve the Sale and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote on the approval of this Agreement of the holders of not less than a majority of the Company Shares outstanding shares on the record date for the meeting of shareholders of the Company Common Stock described in Section 7.1 (the “Company Stockholder ApprovalRequired Shareholder Vote”) is the only vote of the holders of any class or series of shares of the Company’s capital stock of the Company necessary to approve this Agreement or approve the Sale and the other Contemplated TransactionsMerger or otherwise in connection with any Transaction.

Vote Required. The affirmative vote or consent of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “and Company Stockholder Approval”) Class A Common Stock, voting together as a single class, is the only vote or approval of the holders of any class or series of shares of Company capital stock of the Company or other voting securities necessary to approve this Agreement, the Sale Merger and the other Contemplated Transactionstransactions contemplated hereby. The execution and delivery of the Stockholders Consent will satisfy such required approval.

Vote Required. The affirmative vote of the holders of not less than a majority of the all outstanding shares of Company Common Stock entitled to vote thereon to approve the REIT Merger (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock of the Company necessary required to adopt this Agreement and approve the Sale Mergers and the other Contemplated Transactionstransactions contemplated by this Agreement.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock outstanding on the record date set for the Company Stockholders Meeting (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company Company’s Common Stock necessary to approve the Sale Mergers, this Agreement, each Company Ancillary Agreement and the other Contemplated Transactionstransactions and actions contemplated thereby and hereby.

Vote Required. The affirmative vote votes of the holders of not less than a the majority of the outstanding shares voting power of the Company Common Stock to adopt and approve this Agreement (the “"Company Stockholder Shareholder Approval”") is are the only vote votes of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve consummate the Sale and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than ------------- the number of Shares of Company Common Stock entitled to be cast, consisting of a majority of the outstanding shares total voting power of all Shares of Company Common Stock (the “Company Stockholder Approval”) outstanding, approving this Agreement, is the only vote of the holders of any series or class or series of shares common stock required to approve and adopt the plan of stock of the Company necessary merger in this Agreement and to approve the Sale and Merger of the other Contemplated Transactionsoutstanding shares of the Company.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock in favor of the approval and adoption of this Agreement, the Merger and the other Transactions (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company’s capital stock of the Company necessary to adopt this Agreement and approve the Sale Merger and the other Contemplated Transactions.

Vote Required. The affirmative vote of the holders of not less than a majority two-thirds (2/3) of the all outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock of the Company necessary to adopt this Agreement and approve the Sale Merger and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock in accordance with the DGCL and the Company’s Certificate of Incorporation and Bylaws (the “Company Stockholder Stockholders’ Approval”) is the only vote of the holders of any class or series of shares of the Company’s capital stock of the Company necessary to approve and adopt this Agreement and approve the Sale Merger and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting in favor of adopting this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares the Company’s capital stock, or any holders of stock any other securities of the Company Company, necessary to adopt this Agreement and approve the Sale and the other Contemplated TransactionsMerger.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to adopt this Agreement and approve the Sale Merger and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) to approve this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve this Agreement, and to consummate the Sale and Transactions, including the other Contemplated TransactionsMerger.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve the Sale this Agreement and the other Contemplated Transactionstransactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company’s capital stock of the Company necessary to adopt this Agreement and otherwise approve and consummate the Sale Merger and the other Contemplated Transactionstransactions contemplated by this Agreement as set forth herein.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock and Company Convertible Preferred Stock (voting together with the Company Common Stock on an as converted basis) to adopt this Agreement (the “"Company Stockholder Approval”") is the only vote of the holders of any class or series of shares of stock of the Company capital stock necessary to approve consummate the Sale and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve the Sale and the other Contemplated TransactionsMerger.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote vote, if any, of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve this Agreement, the Sale Ancillary Agreements, the Merger and the other Contemplated Transactionstransactions contemplated hereby and thereby (the "Requisite Stockholder Approval").

Vote Required. The affirmative vote of the holders of not less than a majority all of the outstanding shares of Company Common Stock Shares each outstanding on the record date for the Company Shareholder Written Consent and entitled to vote thereon, voting as a single class (the “Required Company Stockholder ApprovalShareholder Vote”) ), is the only vote of the holders of any class or series of shares of stock of the Company Capital Stock necessary to adopt and approve the Sale this Agreement and the other Transaction Documents and approve the Contemplated Transactions. No interest in the Company is subject to any appraisal or dissenters rights in connection with the Contemplated Transactions.

Vote Required. The If required by applicable Law, the affirmative vote of the holders of not less than outstanding Company Common Stock representing at least a majority of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock (the “Company Requisite Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock securities of the Company that is necessary to adopt this Agreement and approve the Sale and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) to adopt this Agreement and approve the Merger is the only vote of the holders of any class or series of shares of the Company’s capital stock of the Company necessary to approve consummate the Sale and the other Contemplated TransactionsMerger.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholder Approval”) is the only vote vote, if any, of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve this Agreement and any transactions contemplated hereby, including the Sale and the other Contemplated TransactionsMerger.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock 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 shares of stock of the Company capital stock necessary to adopt this Agreement and approve the Sale Merger and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Seller Common Stock (the “Company "Requisite Stockholder Approval”") is the only vote of the holders of any class or series of shares of stock securities of the Company Seller that is necessary to approve the Sale and the other Contemplated Transactions.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary required to approve the Sale Merger and adopt this Agreement under the DGCL, the Company's Amended and Restated Certificate of Incorporation and the other Contemplated TransactionsCompany's Amended and Restated ByLaws.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “"Company Stockholder Approval”") is the only vote of the holders of any class or series of Company capital stock that may be necessary or required (under applicable Law or otherwise) to approve this Agreement, the Merger and the transactions contemplated hereby. The shares of stock Company Common Stock held by Parent or Sub at the date hereof are entitled to be voted by Parent or Sub, as the case may be, in respect of this Agreement, the Company necessary to approve the Sale Merger and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote is the only vote of the Company’s stockholders (the “Company Stockholder Approval”) is the only vote of the holders of any class necessary (under applicable Law or series of shares of stock of the Company necessary otherwise) to approve the Sale this Agreement and the other Contemplated Transactionstransactions contemplated by this Agreement, including the Acquisition.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company’s capital stock of necessary to adopt this Agreement and approve the transactions contemplated hereby, including the Merger, in accordance with applicable Law and the Company necessary to approve the Sale and the other Contemplated TransactionsOrganizational Documents.

Vote Required. The affirmative vote of the holders of not less more than a majority 66-2/3% of the outstanding shares of Company Common Stock to approve this Agreement (the “"Required Company Stockholder Approval”Vote") is the only vote of the holders of any class or series of shares of Company capital stock of the Company necessary to approve consummate the Sale transactions contemplated hereby and by the other Contemplated TransactionsOption Agreement.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Covalence Common Stock to adopt this Agreement (the “Company Stockholder ApprovalRequired Covalence Vote”) is are the only vote votes of the holders of any class or series of shares of Covalence capital stock of the Company necessary to approve the Sale and adopt this Agreement and the other Contemplated Transactionstransactions contemplated hereby (including the Merger). On the date hereof, Covalence will obtain valid written consents of a sufficient number of holders of Covalence Common Stock in favor of the foregoing matters.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Securities of the Company necessary to approve the Sale adopt this Agreement and the other Contemplated Transactionstransactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

Vote Required. The affirmative vote of the holders of not less than a majority two-thirds of the outstanding shares of Company Common Stock (the “"Company Stockholder Stockholders Approval”") is the only vote of the holders of any class or series of shares of the Company's capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the Company necessary to approve the Sale and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than at least a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary (under applicable law or otherwise) to approve the Sale this Agreement and the other Contemplated Related Agreements and the transactions contemplated by this Agreement or the Related Agreements (including, without limitation, the Mergers and the Related Transactions).

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve the Sale Merger, which stockholder vote shall be received by the Company and delivered to the other Contemplated TransactionsParent immediately following the execution and delivery by the Company of a counterpart signature page to this Agreement.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote thereon in favor of the adoption of this Agreement (the “"Required Company Stockholder Approval”Vote") is the only vote or consent of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Sale and the other Contemplated Transactionsadopt this Agreement.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (entitled to vote on the “Company Stockholder Approval”) adoption of this Agreement is the only vote of the holders of any class or series of shares of stock securities of the Company necessary which is required to adopt this Agreement, to approve the Sale Merger and to consummate the other Contemplated Transactions.transactions contemplated hereby (the "Company Stockholder Approval"). (s)

Vote Required. The affirmative vote of the holders of not less than shares representing a majority of the voting power of the outstanding shares of the Company Common Stock entitled to vote thereon at the Company Stockholder Meeting is the only vote required (under applicable Legal Requirements, the Company’s certificate of incorporation and bylaws, each as amended and restated and currently in effect, or otherwise) of the holders of capital stock of the Company to adopt this Agreement and approve the Contemplated Transactions (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Sale and the other Contemplated Transactions).

Vote Required. The affirmative vote of the holders of not less than at least a majority of the aggregate outstanding shares of Company Common Stock (the “Company Required Stockholder ApprovalVote”) is the only vote of the holders of any class or series of shares of stock Company Common Stock or other Equity Interests of the Company or any Company Subsidiary necessary to approve adopt this Agreement and consummate the Sale and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock outstanding and entitled to vote on the adoption of this Agreement shall be required for the stockholders of the Company to adopt this Agreement (the “Company Stockholder Approval”) is the only ). No other vote of the holders of any class or series of shares of capital stock of the Company or any Company Subsidiary is necessary to approve the Sale and the other Contemplated Transactionsadopt this Agreement.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote, in person or by proxy, is the only vote of the Company’s stockholders necessary (under applicable law or otherwise), to approve this Agreement, and the transactions contemplated by this Agreement, including the Merger (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Sale and the other Contemplated Transactions).

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote (the “Company Stockholder Approval”"REQUIRED COMPANY VOTE") is the only vote or approval of the holders of any class or series of shares of Company capital stock necessary to adopt this Agreement and approve the transactions contemplated hereby (assuming that Parent is not an "interested stockholder" of the Company necessary to approve under Section 203 of the Sale DGCL immediately before the execution and delivery of this Agreement and the other Contemplated TransactionsStockholder Agreement).

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of the Company Common Stock (the “Company Stockholder Approval”) outstanding is the only vote of the holders of any class or series of shares of stock of the Company's Capital Stock or any other agreement to which the Company or the Stockholders are a party necessary to approve the Sale this Agreement, any Other Agreement and the other Contemplated Transactionstransactions contemplated hereby and thereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of the Company Common Stock (the “Company Stockholder Approval”) outstanding is the only vote of the holders of any class or series of shares of stock of the Company’s Capital Stock or any other agreement to which the Company or the Primary Stockholder are a party necessary to approve the Sale this Agreement, any Other Agreement and the other Contemplated Transactionstransactions contemplated hereby and thereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Seller Common Stock (the “Company Requisite Stockholder Approval”) is the only vote of the holders of any class or series securities of shares of stock of the Company Seller that is necessary to approve the Sale and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Shareholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company Company’s equity interests necessary to approve the Sale and the other Contemplated TransactionsMerger.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding total votes cast by the holders of Company Common Stock in favor of the approval of the issuance of the shares of Company Common Stock (pursuant to the “Company Stockholder Approval”) Merger is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve the Sale this Agreement and the other Contemplated Transactionstransactions contemplated hereby, including the Merger (collectively, the “Company Stockholder Approval”).

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Sale Merger. The Stockholders, by executing this Agreement, have irrevocably consented to the Merger and have irrevocably agreed to vote in favor of the other Contemplated TransactionsMerger and have granted an irrevocable proxy to such effect. Such action by the Stockholders is sufficient to constitute stockholder approval of the Merger.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote (the “"Required Company Stockholder Approval”Vote") is the only vote or approval of the holders of any class or series of shares of Company capital stock necessary to adopt this Agreement and approve the transactions contemplated hereby (assuming that Parent is not an "interested stockholder" of the Company necessary to approve under Section 203 of the Sale DGCL immediately before the execution and delivery of this Agreement and the other Contemplated TransactionsStockholder Agreement).

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock issued and outstanding on the record date for the Company Stockholders’ Meeting (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock of the Company necessary to adopt this Agreement and otherwise approve and consummate the Sale Mergers and the other Contemplated Transactionstransactions contemplated by this Agreement as set forth herein.

Vote Required. The affirmative vote of the holders of not less than a majority two-thirds of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class Company’s shareholders necessary (under applicable law or series of shares of stock of the Company necessary otherwise), to approve the Sale this Agreement, and the other Contemplated Transactionstransactions contemplated by this Agreement, including the Merger (the “Company Shareholder Approval”).

Vote Required. The affirmative vote of the holders of not less than at ------------- least a majority of the outstanding shares of Company Common Stock on the record date for the Company Stockholders' Meeting (the “"Company Stockholder Approval”") is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt the Merger or this Agreement and no other vote of any holders of shares of the Company's capital stock of the Company is necessary to approve any of the Sale and the other Contemplated Transactions.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “"Company Stockholder Approval”") is the only vote of the holders of any class or series of the Company capital stock necessary to approve this Agreement and the transactions contemplated hereby and is only necessary in the event that the number of shares of stock of the Company necessary Common Stock tendered pursuant to approve the Sale Offer represents less than 90% of the issued and outstanding shares of the other Contemplated TransactionsCompany Common Stock.

Vote Required. The affirmative vote of the holders of not less than a ------------- majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve this Agreement, the Sale Merger and the other Contemplated Transactions.transactions contemplated hereby (the "Company Shareholder Approval"). ------------------------------

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Capital Stock (the “Company Requisite Stockholder Approval”) is the only vote vote, if any, of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve the Sale and the other Contemplated TransactionsMerger.

Vote Required. The affirmative vote of the holders of not less than a majority in voting power of the outstanding shares of Company Common Stock (and Series A Preferred Stock outstanding and entitled to vote on the “Company Stockholder Approval”) adoption of this Agreement, voting together as a class, is the only vote of the holders of any class or series of shares of capital stock of the Company or any Company Subsidiary necessary to approve adopt this Agreement (the Sale and the other Contemplated Transactions“Company Stockholder Approval”).

Vote Required. The affirmative vote of the holders of not less than outstanding Company Common Stock, voting together as a majority single class, representing at least sixty percent (60%) of the all shares outstanding entitled to vote (treating all shares as having a single vote per share) thereupon by holders of Company Common Stock (the “Company Requisite Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock securities of the Company that is necessary to approve the Sale and adopt this Agreement and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than outstanding Company Common Stock representing at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Requisite Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock securities of the Company that is necessary to approve the Sale and adopt this Agreement and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than shares representing a majority of the outstanding shares of the Company Common Stock entitled to vote thereon at the Company Stockholder Meeting is the only vote required (under applicable Law, the Company Charter, the Company Bylaws, or otherwise) of the holders of capital stock of the Company to adopt this Agreement and approve the transactions contemplated hereby (including the Merger) (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Sale and the other Contemplated Transactions).

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”"COMPANY STOCKHOLDERS' APPROVAL") is the only vote of the holders of any class or series of shares of stock of the Company capital stock or debt instruments necessary to adopt this Agreement and approve the Sale and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of Company capital stock that may be necessary or required (under applicable Law or otherwise) to approve this Agreement, the Merger and the transactions contemplated hereby. The shares of stock Company Common Stock held by Parent or Sub at the date hereof are entitled to be voted by Parent or Sub, as the case may be, in respect of this Agreement, the Company necessary to approve the Sale Merger and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock outstanding on the record date for the Company Shareholders' Approval (the “"Required Company Stockholder Approval”Shareholder Vote") is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to adopt this Agreement and approve the Sale Merger and the other Contemplated Transactionstransactions contemplated by this Agreement.

Vote Required. The affirmative vote of the holders of not less than at ------------- least a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Sale Merger or adopt this Agreement (the "Company Stockholder Approval") and no other vote of any class or series of the other Contemplated Company's capital stock is necessary to adopt or approve this Agreement or approve any of the Transactions.

Vote Required. The affirmative vote of the holders of not less than a majority of the total number of outstanding shares of the Company Class A Common Stock to adopt and approve this Agreement (the “Required Company Stockholder ApprovalVote”) is the only vote of the holders of any class or series of shares of stock of the Company Stock necessary to adopt this Agreement and approve the Sale and transactions contemplated hereby. The Required Company Vote was obtained by written consent, dated as of a date not later than the other Contemplated Transactionsdate hereof.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “"Required Company Stockholder Approval”Votes") adopting this Agreement and approving the consummation of the transactions contemplated hereby is the only vote or action of the holders of any class or series of shares of stock of the Company capital stock necessary to approve consummate the Sale and the other Contemplated Transactionstransactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company or any Company Subsidiary necessary to approve this Agreement, the Sale Merger and the other Contemplated Transactions.transactions contemplated hereby (the “Company Stockholder Approval”). Table of Contents

Vote Required. The affirmative vote of by the holders of not less than a ------------- majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) outstanding is the only vote of the holders of any class or series of shares of stock of the Company Company's Common Stock necessary to approve the Sale this Agreement and the other Contemplated Transactionstransactions contemplated hereby. No more than two percent (2%) of the issued and outstanding Common Stock are eligible to be Dissenting Shares.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company Stock necessary to approve and adopt this Agreement and approve the Sale and transactions contemplated hereby, including the other Contemplated TransactionsMerger (collectively, the “Requisite Stockholder Approval”).

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of the Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Sale and Merger. The Board of Directors of the other Contemplated TransactionsCompany has unanimously approved this Agreement.

Vote Required. The affirmative vote of the holders of not less than shares representing a majority of the voting power of the outstanding shares of the Company Common Stock entitled to vote thereon at the Company Stockholder Meeting is the only vote required (under applicable Law, the Company Charter, the Company By-laws, or otherwise) of the holders of capital stock of the Company to adopt this Agreement and approve the transactions contemplated hereby (including the Merger) (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Sale and the other Contemplated Transactions).

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of the Company Common Stock to adopt this Agreement (the “Required Company Stockholder ApprovalVote”) is the only vote of the holders of any class or series of shares of stock of the Company capital stock necessary to approve the Sale and adopt this Agreement and the other Contemplated Transactionstransactions contemplated hereby (including the Merger).

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock adopting this Agreement (the “"Required Company Stockholder Approval”Votes") is the only vote of the holders of any class or series of shares of stock of the Company capital stock necessary to approve the Sale this Agreement and the other Contemplated Transactionstransactions contemplated hereby and is only necessary in the event that the number of shares of Company Common Stock tendered pursuant to the Offer represents less than 90% of the issued and outstanding shares of Company Common Stock.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote (the “"Required Company Stockholder Approval”Vote") is the only vote or approval of the holders of any class or series of shares the Company's capital stock necessary to adopt this Agreement (assuming that neither Parent nor any of stock its affiliates or associates (as defined in Section 203 of the DGCL) are "interested stockholders" of the Company necessary to approve under Section 203 of the Sale DGCL immediately before the execution and delivery of this Agreement and the other Contemplated TransactionsStockholders Agreement).

Vote Required. The affirmative vote (in person or by proxy) in favor of the adoption of this Agreement of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) entitled to vote thereon is the only vote of the holders of any class or series of shares of the Company’s capital stock of the Company necessary to approve the Sale and adopt this Agreement and the other Contemplated TransactionsMerger.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Capital Stock (outstanding on the “Company Stockholder Approval”) date of this Agreement is the only vote of the holders of any class or series of shares of Company's capital stock of the Company necessary to approve the Sale this Agreement and the other Contemplated Transactionstransactions contemplated hereby, and such approval has been received.

Vote Required. The affirmative vote of (i) the holders of not less than a majority of the outstanding shares of Company Common Stock Shares (the “Company Stockholder Shareholder Approval”) voting together as a single class on an as converted basis at a shareholder meeting or in accordance with a written consent is the only vote of the holders of any class or series of shares of Company’s capital stock of the Company necessary to approve the Sale this Agreement and the other Contemplated Transactionsconsummation of the Merger.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “"Company Stockholder Stockholders Approval”") is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Sale Merger and the other Contemplated Transactionsconsummation of the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of not less than a majority all of the outstanding shares of Company Company's Voting Common Stock outstanding on the record date for any Company shareholders' action to approve the Merger (the “"Required Company Stockholder Shareholder Approval”") is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve adopt this Agreement, the Sale Merger and the other Contemplated Transactionstransactions contemplated by this Agreement by written consent.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote is the only vote of the Company’s stockholders (the “Company Stockholder Approval”) is the only vote of the holders of any class necessary (under applicable Law or series of shares of stock of the Company necessary otherwise) to approve the Sale this Agreement and the other Contemplated Transactionstransactions contemplated by this Agreement, including the Merger.

Vote Required. The affirmative vote of the holders of not less than outstanding Company Common Stock representing at least a majority of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock (the “Company "Requisite Stockholder Approval”") is the only vote or consent of the holders of any class or series of shares of stock securities of the Company that is necessary to approve the Sale and adopt this Agreement and the other Contemplated Transactionstransactions contemplated hereby (including the Merger).

Vote Required. The affirmative vote of the holders of not less more than a majority 66-2/3 % of the outstanding shares of Company Common Stock to approve this Agreement (the “Company Stockholder Approval”"REQUIRED COMPANY VOTE") is the only vote of the holders of any class or series of shares of Company capital stock of the Company necessary to approve consummate the Sale transactions contemplated hereby and by the other Contemplated TransactionsOption Agreement.

Vote Required. The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) voting as a single class is the only vote of the holders of any class Company’s shareholders necessary (under applicable law or series of shares of stock of the Company necessary otherwise), to approve the Sale this Agreement, and the other Contemplated Transactionstransactions contemplated by this Agreement, including the Merger (the “Company Shareholder Approval”).

Vote Required. The affirmative vote of the holders of not less than a majority two–thirds of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote vote, if any, of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve the Sale Merger, which stockholder vote shall be received by the Company and delivered to the other Contemplated TransactionsParent immediately after the execution and delivery by the Company of a counterpart signature page to this Agreement.

Vote Required. The affirmative vote of the holders of not less than at least a majority of the outstanding shares of Company Common Stock on the record date for the Company Stockholders' Meeting (the “"Company Stockholder Approval”") is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt the Merger or this Agreement and no other vote of any holders of shares of the Company's capital stock of the Company is necessary to approve any of the Sale and the other Contemplated Transactions.