Required Vote; Board Approval. (a) The only vote of the holders of any class or series of the capital stock or other voting securities of the Company required by law, rule or regulation to approve this Agreement, the Merger and/or any of the other transactions contemplated hereby is 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 (the “Company Stockholder Approval”).
Required Vote; Board Approval. (a) Under the DGCL (including, without limitation, Section 203 thereof), the Company's certificate of incorporation and by-laws and any other applicable Law or stock exchange rules, the only votes required of the holders of any class or series of the Company's Equity Interests necessary to adopt this Agreement and to approve the Merger and the other transactions contemplated hereby are the following: (i) the approval, assuming a quorum is present, of a majority of the Company Shares voting in person or by proxy at such meeting, and (ii) the approval, and not the written consent, of at least 66 2/3% of the outstanding Company Shares which are not owned by any "interested stockholder" (as defined in Section 203 of the DGCL) (collectively, "Company Stockholder Approval").
Required Vote; Board Approval. (a) The only vote of the holders of any capital stock of the Company required by law, rule or regulation to approve this Agreement, the Merger and/or any of the other transactions contemplated hereby is the affirmative vote ("COMPANY SHAREHOLDER APPROVAL") of the holders of two-thirds of the outstanding Company Shares in favor of the adoption of this Agreement and the Merger.
Required Vote; Board Approval. (a) The affirmative vote of a majority of Parent’s Board of Directors is the only vote required to approve this Agreement and the Merger, assuming a quorum existed at the time of such vote (in accordance with the IBCL).
Required Vote; Board Approval. (a) The only vote of the holders of any class or series of capital stock of Acquiror required by law, rule or regulation is (i) the affirmative vote of the holders of a majority of the outstanding shares of Acquiror Common Stock to approve the Restated Charter and (ii) the affirmative vote of the holders of a majority of the Acquiror Common Stock present in person or represented by proxy at the Acquiror Stockholders Meeting and entitled to vote to approve the Required Acquiror Stockholders Consent (the "Acquiror Stockholder Approval").
Required Vote; Board Approval. (a) The only vote of the holders of any class or series of capital stock of UCC required by law, rule or regulation to approve this Agreement, the Merger and/or any of the other transactions contemplated hereby is the affirmative vote (the "UCC Shareholder Approval") of the holders of more than two-thirds of the outstanding UCC Common Shares in favor of the adoption of this Agreement and the Merger.
Required Vote; Board Approval. (a) Assuming the accuracy of the representation and warranty made by Parent pursuant to Section 5.8 of this Agreement and compliance with the covenant made by Parent pursuant to Section 7.6 of this Agreement, the only vote of the holders of any class or series of capital stock of the Company required by Law to approve this Agreement, the Merger and/or any of the other transactions contemplated hereby is the -35- 40 affirmative vote of the holders of two-thirds of the outstanding Company Common Shares to adopt and approve this Agreement and the Merger (the "Company Shareholder Approval").
Required Vote; Board Approval. (x) No vote of the holders of any class or series of capital stock of Parent is required by Law to approve this Agreement, the Merger and/or any of the other transactions contemplated hereby.
Required Vote; Board Approval. (a) The only vote of the holders of any class or series of capital stock of Tuscarora required by law, rule or regulation to approve the Articles Amendment, this Agreement, the Merger and/or any of the other transactions contemplated hereby is the affirmative vote (the "Tuscarora Shareholder Approval") of
Required Vote; Board Approval. (a) The only votes of the holders of any class or series of capital stock of EarthLink required by law, rule or regulation to approve this Agreement and/or any of the other transactions contemplated hereby are the affirmative vote of the holders of more than fifty percent of the outstanding EarthLink Common Stock (the "EarthLink Stockholder Approval").
