Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 5 contracts
Sources: Merger Agreement (Johnson & Johnson), Merger Agreement (Corange LTD), Merger Agreement (Chase Venture Capital Associates L P)
Voting Requirements. The affirmative vote of the holders of a majority of all the outstanding Shares entitled to vote approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions Transactions contemplated by this Agreement.
Appears in 5 contracts
Sources: Merger Agreement (Bridgeport Machines Inc), Merger Agreement (First Alert Inc), Merger Agreement (Sunbeam Corp/Fl/)
Voting Requirements. The affirmative vote of the holders of a majority of all the outstanding Shares entitled to vote approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementTransactions.
Appears in 5 contracts
Sources: Merger Agreement (Hasbro Inc), Merger Agreement (Bosch Security Systems Corp), Merger Agreement (Welbilt Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementMerger.
Appears in 4 contracts
Sources: Merger Agreement (Three Rivers Acquisition Corp), Merger Agreement (Building One Services Corp), Merger Agreement (Alliance Imaging Inc /De/)
Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares of Company Common Stock, voting as a single class at the Shareholders' Meeting (as defined in Section 6.5(a)), is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 4 contracts
Sources: Merger Agreement (Funco Inc), Merger Agreement (Barnes & Noble Inc), Merger Agreement (Electronics Boutique Holdings Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Common Stock approving the Merger is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement the Merger and the transactions contemplated by this AgreementTransactions.
Appears in 4 contracts
Sources: Merger Agreement (Duty Free International Inc), Merger Agreement (Baa PLC /Fi), Merger Agreement (Duty Free International Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the voting power of all outstanding Shares Shares, voting as a single class, at the Special Meeting to adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreementhereby in order to effect the Merger.
Appears in 3 contracts
Sources: Merger Agreement (L 3 Communications Corp), Merger Agreement (Aydin Corp), Merger Agreement (Aydin Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Stock entitled to vote thereon at a shareholders meeting with respect to the approval of the Amendment is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementAmendment.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Kevco Partners Investment Trust), Securities Purchase Agreement (Kevco Inc), Stock Purchase Agreement (Kevco Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares at the Company Stockholder Meeting to adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt and approve this Agreement Agreement, and the Merger and the transactions contemplated by this Agreementhereby and thereby.
Appears in 3 contracts
Sources: Merger Agreement (Hilite Industries Inc), Merger Agreement (Hilite Mergeco Inc), Merger Agreement (Maher Donald M)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Common Shares and Preferred Stock entitled to vote at the Stockholders Meeting with respect to the approval of the Merger, voting together as a single class, is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Washington National Corp), Agreement and Plan of Merger (Penncorp Financial Group Inc /De/), Agreement and Plan of Merger (Washington National Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Company Shares at a meeting of the holders of Company Shares (the “Company Stockholder Meeting”) or any adjournment or postponement thereof to adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve adopt this Agreement and approve the transactions contemplated by this Agreementprovided for herein.
Appears in 3 contracts
Sources: Merger Agreement (Metro-Goldwyn-Mayer Inc), Merger Agreement (TBC Corp), Merger Agreement (LOC Acquisition CO)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock with respect to this Agreement and the Merger is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Providian Corp), Merger Agreement (Transamerica Corp), Plan and Agreement of Merger and Reorganization (Providian Bancorp Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares at the Special Meeting (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve adopt this Agreement and approve the transactions contemplated by this AgreementMerger.
Appears in 3 contracts
Sources: Merger Agreement (Advance America, Cash Advance Centers, Inc.), Merger Agreement (Gentiva Health Services Inc), Merger Agreement (Odyssey Healthcare Inc)
Voting Requirements. The affirmative vote of the holders of a majority two-thirds of the outstanding Shares is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementMerger.
Appears in 3 contracts
Sources: Merger Agreement (Ewok Acquisition Corp), Agreement and Plan of Merger (Endogen Inc), Agreement and Plan of Merger (Endogen Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve this Agreement and the transactions contemplated by this AgreementMerger.
Appears in 3 contracts
Sources: Merger Agreement (Noodle Kidoodle Inc), Merger Agreement (Zany Brainy Inc), Agreement and Plan of Merger (Zany Brainy Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares Shares, voting as a single class at the Company Shareholders' Meeting to adopt this Agreement, is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 3 contracts
Sources: Merger Agreement (Federated Department Stores Inc /De/), Merger Agreement (Fingerhut Companies Inc), Merger Agreement (Fingerhut Companies Inc)
Voting Requirements. The affirmative vote of the holders of a majority two-thirds of the outstanding Shares shares of Company Common Stock is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Wolters Kluwer Us Corp), Merger Agreement (Wolters Kluwer Us Corp), Merger Agreement (Waverly Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Common Shares entitled to vote at the Stockholders Meeting (as defined in Section 4.2) is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Code Hennessy & Simmons Ii Lp), Merger Agreement (Portec Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares Shares, voting as a single class, at the Company Stockholders' Meeting (as hereinafter defined) to adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Sources: Merger Agreement (Innovex Inc), Merger Agreement (Adflex Solutions Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the voting power of all outstanding Shares shares of Target Common Stock to adopt this Agreement (the "Target Stockholder Approval") is the only vote of the holders of any class or series of the CompanyTarget's capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Sources: Merger Agreement (24/7 Media Inc), Merger Agreement (Exactis Com Inc)
Voting Requirements. The affirmative vote of the holders of a majority 66 2/3% of the voting power of all outstanding Shares Shares, voting as a single class, at the Company's Stockholders Meeting to adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Sources: Merger Agreement (Handy & Harman), Merger Agreement (Handy & Harman)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares votes cast by the holders of the shares of Summit Common Stock is the only vote of the holders of any class or series of the CompanySummit's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Sources: Merger Agreement (Liberty Mutual Insurance Co), Merger Agreement (Summit Holding Southeast Inc)
Voting Requirements. The affirmative vote of the ------------------- holders of a majority more than two-thirds of the outstanding Shares shares of Common Stock (voting as one class, with each share having one vote) is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementMerger.
Appears in 2 contracts
Sources: Merger Agreement (Pine Holdings Inc), Merger Agreement (Pulaski Furniture Corp)
Voting Requirements. The affirmative vote of the holders of a majority two-thirds of the outstanding Shares is Company Shares, are the only vote votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementAgreement (the "Company Requisite Vote").
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Nipsco Industries Inc), Merger Agreement (Bay State Gas Co /New/)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of the Common Stock is the only vote vote, if any, 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 and the transactions contemplated by adopt this Agreement, and to approve and consummate the Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Makemusic, Inc.), Merger Agreement
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares is shares of Company Common Stock and the affirmative vote of the holders of two-thirds (2/3) of the outstanding shares of the Series A Shares, voting as a class with respect to this Agreement and the Merger, are the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement Agreement, the Merger and the transactions contemplated by this AgreementAgreement and the Merger.
Appears in 2 contracts
Sources: Merger Agreement (American Express Co), Merger Agreement (Rockford Industries Inc)
Voting Requirements. The affirmative vote (in person or by duly authorized and valid proxy at the Company Shareholders Meeting of the holders of a majority of the outstanding Shares shares of Company Common Stock and of each class or series of Company Preferred Stock in favor of the adoption of this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement required by applicable law and the transactions contemplated by this AgreementCompany's organizational instruments to duly effect such adoption.
Appears in 2 contracts
Sources: Merger Agreement (Enhance Biotech Inc), Merger Agreement (Enhance Biotech Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock entitled to vote thereon (the “Stockholder Approval”) is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary for the Company to approve adopt this Agreement and approve the transactions contemplated by this AgreementMerger (other than a Short Form Merger).
Appears in 2 contracts
Sources: Merger Agreement (King Pharmaceuticals Inc), Merger Agreement (Alpharma Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt and approve this Agreement and the transactions contemplated by this AgreementAgreement unless the Merger may be consummated in accordance with Section 253 of the DGCL, in which case no such consent of the Company's stockholders is required.
Appears in 2 contracts
Sources: Merger Agreement (Raytel Medical Corp), Merger Agreement (Raytel Medical Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares entitled to vote thereon at the Stockholders Meeting or any adjournment or postponement thereof to adopt this Agreement (the “Company Requisite Vote”) is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary for the Company to approve adopt this Agreement and approve and consummate the Merger and the other transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Sources: Merger Agreement (Transcanada Corp), Merger Agreement (Columbia Pipeline Group, Inc.)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock and Convertible Preferred Stock, voting together as one class, entitled to vote approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Federal Paper Board Co Inc), Merger Agreement (International Paper Co /New/)
Voting Requirements. The affirmative vote of the holders of a majority of the voting power of all outstanding Shares shares of Class A Common Stock, Class B Common Stock and Mandatory Preferred Stock, voting as a single class, is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this AgreementMerger. The votes required in the preceding sentence are collectively referred to herein as the "Stockholder Approval."
Appears in 2 contracts
Sources: Merger Agreement (Triathlon Broadcasting Co), Merger Agreement (Capstar Broadcasting Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Common Stock adopting this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementTransactions.
Appears in 2 contracts
Sources: Merger Agreement (Stant Corp), Merger Agreement (Tomkins PLC)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Parent Common Stock is the only vote of the holders of any class or series of the Company's capital stock of Parent necessary to approve this Agreement and the transactions contemplated by this AgreementMerger.
Appears in 2 contracts
Sources: Merger Agreement (Noodle Kidoodle Inc), Merger Agreement (Zany Brainy Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Common Stock entitled to vote at the Stockholders' Meeting is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement the Merger and the transactions contemplated by this Agreementhereby (the "Stockholder Approval").
Appears in 2 contracts
Sources: Merger Agreement (NDC Automation Inc), Merger Agreement (Code Hennessy & Simmons Ii Lp)
Voting Requirements. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding Shares as of the record date for the Stockholders Meeting is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Sanmina Corp/De), Merger Agreement (Mypoints Com Inc)
Voting Requirements. The affirmative vote of the holders of a majority at least two thirds of the outstanding Shares shares of Company Common Stock entitled to be cast approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.the
Appears in 2 contracts
Sources: Merger Agreement (Raymond Corp), Merger Agreement (Lift Acquisition Co Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve this Agreement and the transactions contemplated by this AgreementMerger. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.
Appears in 2 contracts
Sources: Merger Agreement (Lumen Technologies Inc), Merger Agreement (Eg&g Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Superior Common Stock is the only vote of the holders of any class or series of the Company's capital stock of Superior necessary to approve this Agreement and the transactions contemplated by this AgreementMerger.
Appears in 2 contracts
Sources: Merger Agreement (Superior Energy Services Inc), Merger Agreement (Parker Drilling Co /De/)
Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares shares of Company Common Stock with respect to this Agreement and the Merger is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (HSB Group Inc), Merger Agreement (American International Group Inc)
Voting Requirements. The affirmative vote of the holders of at least a majority of the outstanding Shares shares of Company Common Stock held by Company Stockholders is the only vote of the holders of any class or series of the Company's ’s capital stock or other securities of the Company necessary under applicable Law or stock exchange (or similar self-regulatory organization) regulations to approve this Agreement and the transactions contemplated by adopt this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Ssa Global Technologies, Inc), Merger Agreement (Magellan Holdings, Inc.)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Common Stock and Class B Common Stock (voting as a single class) approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock Company Securities necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Peerless Industrial Group Inc), Merger Agreement (R B Capital Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock entitled to vote approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Consol Inc), Merger Agreement (Rochester & Pittsburgh Coal Co)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding votes cast by the holders of the Shares and Preferred Shares entitled to vote thereon at the Stockholders Meeting with respect to the approval of the Merger is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Pioneer Financial Services Inc /De), Merger Agreement (Conseco Inc Et Al)
Voting Requirements. The affirmative vote of the holders of a majority of all the outstanding Shares entitled to vote thereon at the Stockholders’ Meeting or any adjournment or postponement thereof to adopt this Agreement and approve the transactions contemplated hereby (the “Stockholder Approval”), is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary for the Company to approve adopt this Agreement and approve the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Sources: Merger Agreement (Gen Probe Inc), Merger Agreement (Hologic Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Parent Common Stock issued and outstanding and entitled to vote with respect to this Agreement and the Conversion is the only vote of the holders of any class or series of the Company's Parent’s capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreementhereby, including the Merger.
Appears in 2 contracts
Sources: Merger Agreement (Partners Trust Financial Group Inc), Merger Agreement (Partners Trust Financial Group Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Common Stock is the only vote of the holders of any class or series of the Company's capital stock Corporation’s Capital Stock necessary to approve adopt this Agreement and approve the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Sources: Merger Agreement (All American Group Inc), Merger Agreement (H.I.G. All American, LLC)
Voting Requirements. The affirmative vote of the holders of a majority two-thirds of the voting power of all outstanding Shares Shares, voting as a single class, at the Company Shareholders Meeting (the "Company Shareholder Approval") to adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Sources: Merger Agreement (Dynamics Corp of America), Agreement and Plan of Merger (CTS Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Wolters Kluwer Us Corp), Merger Agreement (Ovid Technologies Inc)
Voting Requirements. The affirmative vote (in person or by duly authorized and valid proxy at a Company Shareholders' meeting or by written consent) of the holders of a majority all of the outstanding Shares in favor of the adoption of this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement Shares required by applicable law and the transactions contemplated by this AgreementCompany's organizational instruments to duly effect such adoption.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Incentra Solutions, Inc.), Stock Purchase Agreement (Incentra Solutions, Inc.)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Sources: Merger Agreement (Coherent Communications Systems Corp), Merger Agreement (Tellabs Inc)
Voting Requirements. The affirmative vote of the holders of a ------------------- majority of the outstanding Shares shares of Common Stock entitled to vote is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Merger, this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Buy Com Inc)
Voting Requirements. The separate affirmative vote votes of the holders of a majority two-thirds of the outstanding Shares shares of each class or series of Company Stock approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (SLM Holding Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of the Company Common Stock at the Special Meeting is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this AgreementTransactions.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares Common Stock is the only vote of the holders of any class or series of the Company's capital stock necessary under the FBCA to approve this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 1 contract
Sources: Merger Agreement (Stephan Co)
Voting Requirements. The affirmative vote of the holders of a majority of the shares of Company capital stock outstanding Shares as of the record date for the Stockholders Meeting is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares in favor of the adoption of this Agreement is the only vote of the holders of any class or series of the Company's ’s capital stock or the capital stock of any of its Subsidiaries necessary to approve this Agreement and in connection with consummation of the transactions contemplated by this AgreementMerger (the “Company Requisite Vote”).
Appears in 1 contract
Sources: Merger Agreement (Perceptron Inc/Mi)
Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares Common Stock is the only vote of the holders of any class or series of the Company's ’s capital stock necessary under the FBCA to approve this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a ------------------- majority of the outstanding Shares shares of Company Common Stock (the "Shareholder Approval"), is the only vote of the holders of any class or series capital stock of the Company's capital stock Company necessary to approve and adopt this Agreement and approve the transactions contemplated by this AgreementMerger.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares votes cast by the holders of the shares of Strategic Common Stock entitled to vote thereon at the Stockholders Meeting with respect to the approval of the Merger is the only vote of the holders of any class or series of the CompanyStrategic's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the voting power represented by the outstanding Shares shares of Company Common Stock entitled to vote at the Company Stockholders Meeting to adopt this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve adopt this Agreement and approve the transactions contemplated by this AgreementMerger.
Appears in 1 contract
Voting Requirements. (i) The affirmative vote of the holders of -------------------- a majority of the outstanding Shares shares of Common Stock approving this Agreement (the "Company Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementTransactions.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the total number of votes entitled to be cast by the holders of the Company Common Stock outstanding Shares as of the record date for the Company Special Meeting is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Psinet Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders ------------------- of a majority of the outstanding Common Shares and outstanding Preferred Shares voting together as one class and entitled to vote at the Shareholders Meeting is the only vote of the holders of any class or series of the CompanyAllied's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Allied Group Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares votes cast by all shareholders entitled to vote, voting as a single class, at the Company Shareholders Meeting (the "Company Shareholder Approval") to adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority two-thirds of the issued and outstanding Shares shares of Company Voting Stock, voting as a single class at the Company Shareholders Meeting to approve this Agreement, is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by hereby. The holders of the issued and outstanding Company Non-Voting Stock are not entitled to vote to approve this AgreementAgreement and the transactions contemplated hereby.
Appears in 1 contract
Sources: Merger Agreement (Netsilicon Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the all outstanding Shares voting shares of HUNAPU INC. is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreementhereby, including the Merger, and the issuance of the Merger Consideration pursuant to the Merger.
Appears in 1 contract
Sources: Merger Agreement (Hunapu Inc)
Voting Requirements. The affirmative vote of -------------------- the holders of a majority of the outstanding Shares shares of Company Common Stock approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Cordis Corp)
Voting Requirements. The affirmative vote of the holders of a -------------------- majority of the outstanding Shares shares of Holdings Common Stock approving and adopting this Agreement is the only vote of the holders of any class or series of the Company's Holdings' capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (SDW Holdings Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at the Stockholders Meeting (as defined in Section 5.1(a)) with respect to the adoption of this Agreement is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve this Agreement or other securities required in connection with the consummation by Company of the Merger and the other transactions contemplated hereby to be consummated by this AgreementCompany.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority at least two-thirds of the total number of votes entitled to be cast by the holders of the Shares outstanding Shares as of the record date for the Company Special Meeting is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares to adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve adopt this Agreement and approve the transactions contemplated by this Agreementhereby.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority at least two-thirds of the total number of votes entitled to be cast by the holders of the Common Shares outstanding Shares as of the record date for the Company Shareholder Meeting (as defined herein) is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt and approve this Agreement and the transactions contemplated by this AgreementAgreement (including the Merger).
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Common Stock entitled to vote at the Shareholders Meeting (as defined in Section 4.2) is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement Merger and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a -------------------- majority of all the outstanding Shares shares of Company Common Stock entitled to be cast approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Tender Offer Statement
Voting Requirements. The affirmative vote of the holders of a ------------------- majority of the shares of Company Common Stock outstanding Shares as of the record date for the Stockholders Meeting is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Mandaric Milan)
Voting Requirements. The affirmative vote of the holders of a majority at least two-thirds of the total number of votes entitled to be cast by the holders of the Company Common Stock outstanding Shares as of the record date for the Company Special Meeting is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Corning Inc /Ny)
Voting Requirements. (i) The affirmative vote of the holders of a majority of the outstanding Shares shares of Common Stock approving this Agreement (the "Company Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementTransactions.
Appears in 1 contract
Sources: Merger Agreement (Lazard Freres Real Estate Investors LLC)
Voting Requirements. The affirmative vote of the holders of a majority at least two thirds of the outstanding Shares shares of Company Common Stock entitled to be cast approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Raymond Corp)
Voting Requirements. The affirmative vote of the holders of at least a majority of the total number of votes entitled to be cast by the holders of the Common Shares outstanding Shares as of the record date for the Company Shareholder Meeting (as defined herein) is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt and approve this Agreement and the transactions contemplated by this AgreementAgreement (including the Merger).
Appears in 1 contract
Sources: Merger Agreement (Apl LTD)
Voting Requirements. The affirmative vote of the holders of a majority of the voting power of all outstanding Shares shares of Company Common Stock at the Company Stockholders Meeting to adopt this Agreement (the "COMPANY STOCKHOLDER APPROVAL") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementTransactions.
Appears in 1 contract
Sources: Merger Agreement (Firepond Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the voting power represented by the outstanding Common Shares and outstanding Preferred Shares voting together as one class and entitled to vote at the Shareholders Meeting is the only vote of the holders of any class or series of the CompanyAllied's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a ------------------- majority of the outstanding Shares is shares of Company Common Stock are the only vote votes of the holders of any class or series capital stock of the Company's capital stock Company necessary to approve and adopt this Agreement and approve the transactions contemplated by this AgreementMerger.
Appears in 1 contract
Sources: Merger Agreement (Talk City Inc)
Voting Requirements. The affirmative vote at the Special Meeting or any adjournment or postponement thereof of the holders of a majority of the outstanding Shares in favor of adopting this Agreement (the "Requisite Company Vote") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve or adopt this Agreement and the consummation of the transactions contemplated by this Agreementhereby.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of ------------------- a majority of the voting power represented by the outstanding Common Shares and outstanding Preferred Shares voting together as one class and entitled to vote at the Shareholders Meeting is the only vote of the holders of any class or series of the CompanyAllied's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Allied Group Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares entitled to vote at the Stockholders Meeting (as defined in Section 5.1(a)) with respect to the adoption of this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement or other securities required in connection with the consummation by Company of the Merger and the other transactions contemplated hereby to be consummated by this AgreementCompany.
Appears in 1 contract
Sources: Merger Agreement (Elekta AB)
Voting Requirements. The affirmative vote of the holders of a ------------------- majority of the outstanding Shares is shares of Company Common Stock and of a majority of the outstanding Company Preferred Stock, voting as separate classes, are the only vote votes of the holders of any class or series capital stock of the Company's capital stock Company necessary to approve and adopt this Agreement and approve the transactions contemplated by this AgreementMerger.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)
Voting Requirements. The affirmative vote of the ------------------- holders of a majority of all the outstanding Shares entitled to vote approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementTransactions.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Common Shares and outstanding Preferred Shares voting together as one class and entitled to vote at the Shareholders Meeting is the only vote of the holders of any class or series of the CompanyAllied's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares entitled to vote thereon (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary of the Company necessary, if any, for the Company to approve and adopt this Agreement and the transactions contemplated by this Agreementhereby, including the Merger.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Common Shares entitled to vote at the Stockholders Meeting (as defined below in Section 4.2) is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock to adopt this Agreement (the "COMPANY STOCKHOLDER APPROVAL") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve adopt this Agreement and approve the transactions contemplated by this Agreementhereby.
Appears in 1 contract
Sources: Merger Agreement (TMP Worldwide Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of each of the Class A Stock and Class B Stock, each voting as a separate class (the "COMPANY SHAREHOLDER APPROVAL"), approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Block Drug Co Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Acquiror Common Stock present and entitled to vote at the Shareholders Meeting is the only vote of the holders of any class or series of the CompanyAcquiror's capital stock necessary to approve this Agreement the Merger, the Share Issuance and the transactions contemplated by this Agreementhereby.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock approving the Merger and other transactions contemplated by this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares is shares of Company Common Stock and the only affirmative vote of the holders of any class or series a majority of the Company's capital stock outstanding shares of Company Preferred Stock are the only stockholder votes necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Digitalthink Inc)
Voting Requirements. The affirmative vote of the holders of at least a majority of the total number of votes cast by the holders of the PSINet Common Stock outstanding Shares as of the record date for the PSINet Special Meeting is the only vote of the holders of any class or series of the CompanyPSINet's capital stock or other securities necessary to approve this Agreement and the transactions contemplated by this AgreementMerger.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares Company Stock entitled to be cast on the matter (the “Company Shareholder Approval”) is the only vote of the holders of any class or series of beneficial interest of the Company's capital stock Company necessary or required to approve this Agreement and the transactions contemplated by this AgreementMerger.
Appears in 1 contract
Sources: Merger Agreement (Amreit)