Common use of Vote Required Clause in Contracts

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote, if any, of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval").

Vote Required. The affirmative vote of the holders of a majority two-thirds of the outstanding shares of Company Common Stock to adopt this Agreement is the only vote, if any, vote of the holders of any class or series of Company capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, the Ancillary Agreements, the Merger Agreement and the other transactions contemplated hereby and thereby (including the "Requisite Stockholder Approval"Merger).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock to adopt this Agreement (the "Required Company Vote") is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, the Ancillary Agreements, Agreement and to consummate the Merger and the other transactions contemplated hereby and thereby (by the "Requisite Stockholder Approval")other Transaction Agreements.

Vote Required. The affirmative vote (in person or by proxy) in favor of the adoption of this Agreement of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon is the only vote, if any, vote of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, the Ancillary Agreements, the Merger Agreement and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")Merger.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholder Approval”) is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")Merger.

Vote Required. The affirmative vote of (i) the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock voting together as a single class and (ii) the holders of 66 2/3% of the Company Preferred Stock voting as a separate class, each outstanding on the record date for the Company Stockholder Written Consent and entitled to vote thereon (the “Required Company Stockholder Vote”), is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company Capital Stock necessary to adopt and approve this Agreement, Agreement and approve the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")Contemplated Transactions.

Vote Required. The affirmative vote of the holders of 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, if any, vote of the holders of any class or series of the Company capital stock or other Equity Interests of the Company necessary to approve this Agreement, consummate the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares votes entitled to be cast with respect to the Merger by the holders of the Company Common Stock and Series B Convertible Preferred Stock (voting on an as-converted to Company Common Stock basis), voting together as a single class, is the only vote, if any, vote of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to approve this Agreement, the Ancillary Agreements, the Merger Agreement and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of 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, if any, vote of the holders of any class or series of the Company capital stock or other Equity Interests of the Company necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of 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, if any, vote or consent of the holders of any class or series of capital stock or other Equity Interests Securities of the Company necessary that is required to approve authorize this Agreement, the Ancillary Agreements, Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")by this Agreement.

Vote Required. The affirmative vote of the holders of 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 “Requisite Stockholder Approval”) is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests securities of the Company that is necessary to adopt this Agreement or approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock to adopt this Agreement is the only vote, if any, vote of the holders of any class or series of Company capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, the Ancillary Agreements, the Merger Agreement and the other transactions contemplated hereby (including the Merger) and thereby (to consummate the "Requisite Stockholder Approval")transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock and Company Series A Preferred Stock, voting together on an as-converted basis, outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Required Stockholder Vote”) is the only vote, if any, vote of the holders of any class or series of the Company’s capital stock or other Equity Interests of the Company necessary to adopt or approve this Agreement, the Ancillary Agreements, Agreement and approve the Merger and or the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")Contemplated Transactions.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date set for the Company Stockholders Meeting in favor of the adoption of this Agreement and the transactions contemplated hereby (the “Requisite Stockholder Approval”) is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company Capital Stock necessary to approve this Agreement, the Ancillary Agreements, the Merger Agreement and the other transactions contemplated hereby under applicable Law and thereby (the "Requisite Stockholder Approval")Certificate of Incorporation and Bylaws of the Company.

Vote Required. The affirmative vote of the holders of 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 Stockholders’ Approval”) is the only vote, if any, vote of the holders of any class or series of the Company’s capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, the Ancillary Agreements, Agreement and approve the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of 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, if any, vote of the holders of any class or series of the Company’s capital stock stock, or any holders of any other Equity Interests securities of the Company Company, necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")Merger.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Capital Stock (voting together as a single class on an as-converted basis) is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company Capital Stock necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby by this Agreement (the "Requisite vote referred to in this sentence being referred to as the “Required Merger Stockholder Approval"Vote”).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote upon adoption of this Agreement at the Company Stockholders Meeting (the “Required Company Vote”) is the only vote, if any, vote of the holders of any class or series of Company’s capital stock or other Equity Interests of the Company necessary to approve this Agreement, consummate the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of 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, if any, vote of the holders of any class or series of the Company’s capital stock or other Equity Interests of necessary for the Company necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")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 (the “Company Stockholder Approval”) is the only vote, if any, vote of the holders of any class or series of capital shares of stock or other Equity Interests of the Company necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of 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, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to approve this Agreement, and to consummate the Ancillary AgreementsTransactions, including the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")Merger.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to approve adopt this Agreement, and to consummate the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative only vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote, if any, of the holders of any class or series of the Company capital stock or other Equity Interests necessary to adopt and approve this Agreement and the transactions contemplated by this Agreement (including, without limitation, the Merger) is the affirmative vote in favor of the Company necessary to approve adoption and approval of this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby hereby, by the holders of at least 80% of the outstanding shares of Company Common Stock (the "Requisite Stockholder “Company Shareholder Approval"”).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) to adopt this Agreement (the “Company Stockholder Approval”) is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to approve adopt this Agreement, and to consummate the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")Transactions.

Vote Required. The affirmative vote of the holders of 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, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is and the affirmative vote of the holders of shares of the Company Preferred Stock (calculated on an as-converted basis), voting as separate classes, outstanding on the record date for the Company Stockholders' Meeting (the "Required Company Stockholder Vote") are the only vote, if any, votes of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to adopt and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")by this Agreement.

Vote Required. The affirmative vote of the holders of not less than a majority of the all outstanding shares of Company Common Stock and Company Limited Voting Stock, voting together as a single class to adopt this Agreement and approve the Parent Merger (the “Company Stockholder Approval”), is the only vote, if any, vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary required to approve consummate the transactions contemplated by this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval").

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote, if any, vote of the holders of any class Company’s shareholders necessary (under applicable Law or series of capital stock or other Equity Interests of the Company necessary otherwise), to approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby Agreement (the "Requisite Stockholder “Company Shareholder Approval"”).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock and the Company Series A Preferred Stock outstanding on the record date for the Company Stockholders' Meeting, voting together as a single class (the "Required Company Stockholder Vote"), is the only vote, if any, vote of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")by this Agreement.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date set for the Company Stockholders Meeting in favor of the adoption of this Agreement (the “Requisite Stockholder Approval”) is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company Company’s Capital Stock necessary to approve this Agreement, the Ancillary Agreements, the Merger Agreement and the other transactions contemplated hereby under applicable law and thereby (the "Requisite Stockholder Approval")Certificate of Incorporation and Bylaws of the Company.

Vote Required. The If required by applicable Law, the affirmative vote of the holders of 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 “Requisite Stockholder Approval”) is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests securities of the Company that is necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to approve and adopt this AgreementAgreement and the transactions contemplated hereby, the Ancillary Agreements, including the Merger and the other transactions contemplated hereby and thereby (the "Requisite “Company Stockholder Approval"”).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Covalence Common Stock is to adopt this Agreement (the “Required Covalence Vote”) are the only vote, if any, votes of the holders of any class or series of Covalence capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, the Ancillary Agreements, the Merger Agreement and the other transactions contemplated hereby and thereby (including the "Requisite Stockholder Approval"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 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, if any, vote of the holders of any class or series of the Company capital stock or other Equity Interests of the Company necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock and 60% of the outstanding shares of the Company Preferred Stock all series voting together on an as-if converted basis is the only vote, if any, vote of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to approve this Agreement, Agreement and the Ancillary Agreements, the Merger Agreements and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")thereby.

Vote Required. The affirmative vote of the holders of 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 votevote required (under applicable Law, if anythe Company Charter, the Company By-laws, or otherwise) of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (including the Merger) (the "Requisite “Company Stockholder Approval"”).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholder Approval”) is the only vote, if any, of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to approve this Agreement, the Ancillary Agreements, the Merger Agreement and the other any transactions contemplated hereby and thereby (hereby, including the "Requisite Stockholder Approval")Merger.

Vote Required. The affirmative vote of the holders (or written consent) of a majority of the outstanding shares of the Company Capital Stock, voting as a single class on an as-converted to Company Common Stock basis (collectively, the “Required Company Stockholder Vote”), is the only vote, if any, vote (or written consent) of the holders of any class or series of capital stock or other Equity Interests of the Company Capital Stock necessary to adopt and approve this Agreement, Agreement and approve the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")Contemplated Transactions.

Vote Required. The affirmative vote of the holders of 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 Vote”) is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company Stock necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (hereby. The Required Company Vote was obtained by written consent, dated as of a date not later than the "Requisite Stockholder Approval")date hereof.

Vote Required. The affirmative vote (the “Company Stockholder Approval”) of the holders of (a) a majority of the outstanding shares of Company Common Stock, (b) a majority of the shares of Company Common Stock and Company Preferred Stock and (c) a three-fourths majority of the outstanding Company Preferred Stock, voting together as a single class, each outstanding on the applicable record date (the “Required Company Stockholder Vote”), is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company Capital Stock necessary to adopt or approve this Agreement, the Ancillary Agreements, Agreement and approve the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval"matters set forth in Section 5.2(a).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock to adopt this Agreement (the “Required Company Vote”) is the only vote, if any, vote of the holders of any class or series of the Company capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, the Ancillary Agreements, the Merger Agreement and the other transactions contemplated hereby and thereby (including the "Requisite Stockholder Approval"Merger).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”) is the only vote, if any, vote of the holders of any class or series of the Company’s capital stock or other Equity Interests 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 this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")Organizational Documents.

Vote Required. The affirmative vote of the holders of outstanding Company Common Stock representing at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Requisite Stockholder Approval”) is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests securities of the Company that is necessary to approve and adopt this Agreement, the Ancillary Agreements, the Merger Agreement and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of outstanding Common Stock, voting together as a majority single class, representing at least two-thirds of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock (the “Requisite Stockholder Approval”) is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests securities of the Company that is necessary to approve and adopt this Agreement, the Ancillary Agreements, the Merger Agreement and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the "Company Stockholders Approval") is the only vote, if any, vote of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to approve this Agreement, the Ancillary Agreements, the Merger and the other consummation of the transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of outstanding Seller common stock representing at least a majority of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock Seller common stock is the only vote, if any, vote of holders of securities of Seller that is necessary to adopt this Agreement and each of the holders of any class or series of capital stock or other Equity Interests of Transaction Agreements and approve the Company necessary to approve this Agreement, the Ancillary Agreements, the Merger Transaction and the other transactions contemplated hereby and thereby (the "“Requisite Stockholder Approval"”).

Vote Required. The affirmative vote of the holders of (a) a majority of the then outstanding shares of Company Preferred Stock voting as a separate class and on an as-converted to Company Common Stock basis and (b) a majority of the then outstanding shares of the capital stock of the Company on an as-converted to Company Common Stock basis (collectively, the “Required Company Stockholder Vote”), is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company Capital Stock necessary to adopt and approve this Agreement, Agreement and approve the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")Contemplated Transactions.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock and Series A Convertible Preferred Stock (voting together as a single class on an as-converted to Company Common Stock basis), which vote will be obtained and effected upon the execution, delivery and effectiveness of the Written Consent being delivered by the Specified Holders pursuant to Section 5.5, is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company Capital Stock necessary to adopt and approve this Agreement, the Ancillary Agreements, Agreement and approve the Merger and the other transactions contemplated hereby and thereby by this Agreement (the "Requisite “Required Merger Stockholder Approval"Vote”).

Vote Required. The affirmative vote of the holders of a majority at least two-thirds of the aggregate votes of (i) the outstanding shares of Company Common Stock and (ii) the outstanding shares of Company Preferred Stock on an “as converted” basis (the “Required Company Vote”) is the only vote, if any, vote of the holders of any class or series of the Company’s capital stock or other Equity Interests of the Company necessary to approve this Agreement, the Ancillary Agreements, the Merger Agreement and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of a majority two-thirds of the outstanding shares of Company Common Stock (the "Company Stockholders Approval") is the only vote, if any, vote of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other consummation of the transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock and the Company Preferred Stock, voting as separate classes, outstanding on the record date for the Company's stockholders' meeting (or the written consent in lieu thereof) is the only vote, if any, vote of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")by this Agreement.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote is the only vote, if any, vote of the holders of any class Company’s stockholders (the “Company Stockholder Approval”) necessary (under applicable Law or series of capital stock or other Equity Interests of the Company necessary otherwise) to approve this Agreement and the transactions contemplated by this Agreement, including the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")Acquisition.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is the only vote, if any, vote of the holders of any class Company’s stockholders necessary (under Law or series of capital stock or other Equity Interests of the Company necessary otherwise), to approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby Agreement (the "Requisite “Company Stockholder Approval"”).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is and Company Preferred Stock each voting separately as a class to adopt this Agreement and approve the Merger (the " Required Company Vote") are the only vote, if any, votes of the holders of any class or series of the Company capital stock or other Equity Interests of the Company necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The Except for the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock Shares, voting as a single class in which each Common Share is entitled to one vote (the only vote“Requisite Stockholder Approval”), if any, no other vote or approval of the holders of any class or series of capital stock or other Equity Interests equity interests of the Company is necessary to approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "hereunder. The Requisite Stockholder Approval")Approval has been obtained.

Vote Required. The affirmative vote (in person or by proxy) in favor of the adoption of this Agreement of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon is the only vote, if any, vote of the holders of any class or series of the Company’s capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, the Ancillary Agreements, the Merger Agreement and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")Merger.

Vote Required. The affirmative vote of the holders of 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 “Requisite Stockholder Approval”) is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests securities of the Company that is necessary to approve and adopt this Agreement, the Ancillary Agreements, the Merger Agreement and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Bank One Common Stock to adopt this Agreement (the “Required Bank One Vote”) is the only vote, if any, vote of the holders of any class or series of Bank One capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, the Ancillary Agreements, the Merger Agreement and the other transactions contemplated hereby and thereby (including the "Requisite Stockholder Approval"Merger).

Vote Required. The Upon the conversion of the Company's Series B Preferred Stock, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholder Meeting (the "REQUIRED COMPANY STOCKHOLDER VOTE") is the only vote, if any, vote of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to adopt and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")by this Agreement.

Vote Required. The If required, the affirmative vote of the holders of outstanding Common Stock, voting together as a single class, representing at least a majority of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock (the “Requisite Stockholder Approval”) is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests securities of the Company that is necessary to approve and adopt this Agreement, the Ancillary Agreements, the Merger Agreement and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of 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, if any, vote of the holders of any class or series of the Company’s capital stock or other Equity Interests of the Company necessary to approve this Agreement, consummate the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")Merger.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders' Meeting in favor of (i) the adoption and approval of this Agreement, and (ii) the approval of the Merger and the other transactions contemplated by this Agreement (the "Required Company Stockholder Vote"), is the only vote, if any, vote of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to adopt and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")by this Agreement.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock and the Class B Common Stock entitled to vote upon adoption of this Agreement, voting together as a single class, at the Company Stockholders Meeting (the “Required Company Vote”) is the only vote, if any, vote of the holders of any class or series of Company’s capital stock or other Equity Interests of the Company necessary to approve this Agreement, consummate the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is outstanding and entitled to vote on the only vote, if any, adoption of this Agreement shall be required for the stockholders of the Company to adopt this Agreement (the “Company Stockholder Approval”). No other vote of the holders of any class or series of capital stock or other Equity Interests of the Company or any Company Subsidiary is necessary to approve adopt this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval").

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock to adopt this Agreement is the only vote, if any, vote of the holders of any class or series of Company capital stock or other Equity Interests of the Company necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock entitled to vote upon adoption of this Agreement, voting together as a single class (the “Required Company Vote”) is the only vote, if any, vote of the holders of any class or series of Company’s capital stock or other Equity Interests necessary to consummate the transactions contemplated hereby, and all of the Company necessary to approve this Agreement, Stockholders have voted in favor of the Ancillary Agreements, consummation of such transactions as part of the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")Required Company Vote.

Vote Required. The affirmative vote of the holders of 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 Approvalˮ) is the only vote, if any, vote or consent of the holders of any class or series of capital stock or other Equity Interests Securities of the Company necessary that is required to approve authorize this Agreement, the Ancillary Agreements, Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")by this Agreement.

Vote Required. The affirmative vote of the holders of ------------- Company Common Stock and Company Preferred Stock representing a majority of the outstanding shares of Company Common Stock outstanding (assuming conversion of all outstanding shares of Company Preferred Stock) is the only vote, if any, vote of the holders of any class or series of Company capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval").

Vote Required. The affirmative vote (which vote has been obtained by written irrevocable consent, dated as of the date hereof) of the holders of a majority of the total number of outstanding shares of the Company Class A Common Stock to adopt this Agreement (the “Required Company Vote”) is the only vote, if any, vote of the holders of any class or series of Company capital stock or other Equity Interests of the Company necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding on the record date set for the Company Stockholders Meeting in favor of the adoption of this Agreement (the “Requisite Stockholder Approval”) is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company Capital Stock necessary to approve this Agreement, the Ancillary Agreements, the Merger Agreement and the other transactions contemplated hereby under applicable Law and thereby (the "Requisite Stockholder Approval")Certificate of Incorporation and Bylaws of the Company.

Vote Required. The affirmative vote of the holders of a majority ------------- of the outstanding shares of the Company Common Stock to adopt this Agreement (the "Required Company Vote") is the only vote, if any, vote of the holders of any class or series of the Company capital stock or other Equity Interests of the Company necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of 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 adoption of this Agreement, voting together as a class, is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company or any Company Subsidiary necessary to approve adopt this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby Agreement (the "Requisite “Company Stockholder Approval"”).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock (the "Required Company Votes") adopting this Agreement and approving the consummation of the transactions contemplated hereby is the only vote, if any, vote or action of the holders of any class or series of the Company capital stock or other Equity Interests of the Company necessary to approve this Agreement, consummate the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock outstanding and a majority of the shares of the Company's Series A Preferred Stock and Series B Preferred Stock outstanding on the record date for the vote to approve the Merger is the only vote, if any, vote of the holders of any class or series of Company capital stock or other Equity Interests of the Company necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")by this Agreement.

Vote Required. The affirmative vote of the holders of 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 Vote") is the only vote, if any, vote or consent of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to approve adopt this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval").

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on the adoption of this Agreement is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests securities of the Company necessary which is required to approve adopt this Agreement, the Ancillary Agreements, to approve the Merger and to consummate the other transactions contemplated hereby and thereby (the "Requisite Company Stockholder Approval").. (s)

Vote Required. The affirmative vote of the holders of a majority in voting power of the outstanding shares of Company Common Stock (the “Required Company Stockholders”), is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to approve adopt this Agreement, and to consummate the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of 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 is the only vote, if any, of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval") is the only vote or consent of holders of securities of the Company that is necessary to approve and adopt this Agreement and the transactions contemplated hereby (including the Merger).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on the adoption of this Agreement is the only vote, if any, vote of the holders of any class or series of capital stock or other Equity Interests securities of the Company necessary which is required to approve adopt this Agreement, the Ancillary Agreements, to approve the Merger and to consummate the other transactions contemplated hereby and thereby (the "Requisite “Company Stockholder Approval"”).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Stockholders’ Meeting in favor of the adoption of this Agreement (the “Requisite Stockholder Approval”) is the only vote, if any, vote or consent of the holders of any class or series of capital stock or other Equity Interests of in the Company necessary that is required to approve authorize this Agreement or to consummate the transactions contemplated by this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval").

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock is entitled to vote upon adoption of this Agreement at the applicable stockholders' meeting to adopt this Agreement (the "Required Company Vote") constitutes the only vote, if any, action or vote of the holders of any class or series of the Company capital stock or other Equity Interests of the Company necessary to approve and adopt this Agreement, the Ancillary Agreements, Agreement and to consummate the Merger and the other transactions contemplated hereby and thereby (the "Requisite Stockholder Approval")hereby.

Vote Required. The affirmative vote of the holders of 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 votevote required (under applicable Legal Requirements, if anythe Company’s certificate of incorporation and bylaws, each as amended and restated and currently in effect, or otherwise) of the holders of any class or series of capital stock or other Equity Interests of the Company necessary to adopt this Agreement and approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby Contemplated Transactions (the "Requisite “Company Stockholder Approval"”).