Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote is required to adopt this Agreement. No other vote of the security holders of the Company is required by law, the Company Charter or the Amended and Restated Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tupperware Corp), Agreement and Plan of Merger (Smith & Nephew Holdings Inc), Agreement and Plan of Merger (Smith & Nephew Inc)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock is required to approve and adopt this Agreement. No other vote of the security holders securityholders of the Company is required by law, the Company Charter or the Amended and Restated Bylaws of Charter, the Company Bylaws or otherwise in order for the Company to consummate the Merger, the Subsequent Merger and the other transactions contemplated hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tellabs Inc), Agreement and Plan of Merger (Tellabs Inc), Agreement and Plan of Merger (Advanced Fibre Communications Inc)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock is required to approve the Merger and adopt this Agreement. No other vote of the security holders securityholders of the Company is required by law, the Company Charter or the Amended and Restated Company Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Onyx Acceptance Corp), Agreement and Plan of Merger (TFC Enterprises Inc), Agreement and Plan of Merger (MFN Financial Corp)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares the outstanding shares of Company Common Stock entitled to vote on this Agreement and the Merger is the only vote of holders of securities of the Company which is required to approve and adopt this AgreementAgreement and the Merger. No other vote of the security holders of securities of the Company is required by lawLaw, the Company Charter or Certificate of Incorporation of the Amended and Restated Company, the Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SMURFIT-STONE CONTAINER Corp), Agreement and Plan of Merger (Rock-Tenn CO), Agreement and Plan of Merger (Rock-Tenn CO)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority 66 2/3% of Shares entitled to vote the outstanding shares of Company Common Stock and 66 2/3% of the outstanding shares of Company Preferred Stock is required to adopt approve this Agreement. No other vote of the security holders stockholders of the Company is required by law, the Company Charter Articles of Incorporation or the Amended and Restated Company Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Crescent Real Estate Equities Co), Agreement and Plan of Merger (Station Casinos Inc), 1 Agreement and Plan of Merger (Crescent Real Estate Equities Co)
Required Vote of Company Stockholders. The only vote of the holders of outstanding securities of the Company required by the Certificate of Incorporation, Bylaws, by Law or otherwise to complete the Merger is the affirmative vote of the holders of at least a majority of Shares entitled to the outstanding Shares. The vote is required to adopt this Agreement. No other vote of the security holders of the Company is required by law, the Company Charter or previous sentence is referred to together as the Amended and Restated Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby“Requisite Stockholder Vote.”
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Real Estate Partners L P), Agreement and Plan of Merger (Lear Corp), Agreement and Plan of Merger (Lear Corp)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock is required to adopt approve this Agreement. No other vote of the security holders stockholders of the Company is required by law, the Company Charter Restated Articles of Incorporation, as amended, or the Amended and Restated Bylaws By-laws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Itt Corp /Nv/), Agreement and Plan of Merger (Starwood Lodging Corp), Agreement and Plan of Merger (Itt Corp /Nv/)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock is required to approve and adopt this Agreement. No other vote of the security holders of the Company is required by law, the Company Charter or the Amended and Restated Bylaws of Charter, the Company Bylaws or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Technology Solutions Company), Agreement and Plan of Merger (Zamba Corp)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock is required to approve and adopt this Agreement. No other vote of the security holders stockholders of the Company (“Company Stockholders”) is required by lawLaw, the Company Charter or the Amended and Restated Certificate of Incorporation, Company Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hf Financial Corp), Agreement and Plan of Merger (Great Western Bancorp, Inc.)
Required Vote of Company Stockholders. The only vote of the stockholders of the Company required to adopt this Agreement and approve the Merger is the affirmative vote of the holders of at least not less than a majority of the outstanding Shares entitled to vote is required to adopt thereon in favor of the adoption of this AgreementAgreement in accordance with the Corporation Law (the “Company Stockholder Approval”). No other vote of the security holders stockholders of the Company is required by lawLaw, the Company Charter Certificate of Incorporation or the Amended and Restated Bylaws of the Company or otherwise in order for to adopt this Agreement and approve the Company to consummate the Merger and the transactions contemplated herebyMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (American Medical Systems Holdings Inc)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of the outstanding Shares entitled to vote is required to adopt this Agreement. No other vote of the security holders of the Company is required by law, the Company Charter or the Amended and Restated Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reid Clifford A), Agreement and Plan of Merger (Eloquent Inc)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least not less than a majority of Shares entitled to vote the outstanding shares of Company Common Stock is required to adopt approve the transactions contemplated by this Agreement. No other vote of the security holders stockholders of the Company is required by law, the Company Charter Certificate of Incorporation or the Amended and Restated Bylaws By-laws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Proffitts Inc), Agreement and Plan of Merger (Proffitts Inc)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock and the outstanding shares of Company Preferred Stock, voting together as one class, is required to adopt this Agreement. No other vote of the security holders securityholders of the Company is required by law, the Company Charter or the Amended and Restated Bylaws of Charter, the Company Bylaws or otherwise in order for the Company to consummate the Merger and the transactions contemplated herebyhereby and by the Parent Ancillary Agreements and the Company Ancillary Agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stratos Lightwave Inc), Agreement and Plan of Merger (Stratos Lightwave Inc)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock is required to adopt this Agreement. No other vote of the security holders securityholders of the Company is required by law, the Company Charter or the Amended and Restated Company Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated herebyhereby and in the Stock Option Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tellabs Inc), Agreement and Plan of Merger (Ciena Corp)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares the outstanding shares of Company Common Stock entitled to vote on this Agreement and the Merger is the only vote of holders of securities of the Company which is required to approve and adopt this AgreementAgreement and the Merger (the “Company Stockholder Approval”). No other vote of the security holders securityholders of the Company is required by lawLaw, the Company Charter or the Amended and Restated Bylaws of Charter, the Company Bylaws or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eclipsys Corp), Framework Agreement (Misys PLC)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of the outstanding Company Shares entitled to vote is required to approve and adopt this Agreement. No other vote of the security holders securityholders of the Company is required by lawLaw, the Company Charter or the Amended and Restated Bylaws of Charter, the Company Bylaws or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Churchill Downs Inc), Agreement and Plan of Merger (Youbet Com Inc)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock, voting together as a single class (the “Company Stockholder Approval”) is required to adopt approve this Agreement. No other vote of the security holders of the Company, including without limitation the holders of Company Preferred Stock, is required by law, the Company Charter or the Amended and Restated Bylaws By-laws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endocardial Solutions Inc), Agreement and Plan of Merger (Endocardial Solutions Inc)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock is required to adopt this Agreement. No other vote of the security holders of the Company is required by law, the Company Charter or the Amended and Restated Bylaws By-laws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated herebyhereby and in the Stock Option Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mecon Inc), Agreement and Plan of Merger (General Electric Co)
Required Vote of Company Stockholders. The affirmative only vote of the holders of at least a majority any class or series of Shares entitled to vote is the Company’s capital stock which may be required to approve or adopt this Agreement. No other vote of the security holders of the Company is required by law, the Company Charter or the Amended Agreement and Restated Bylaws of the Company or otherwise in order for the Company to consummate approve the Merger and the transactions contemplated hereby, is the affirmative vote of the holders of a majority of the voting power represented by the outstanding shares of Company Common Stock (the “Company Stockholder Approval”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bioreliance Corp), Agreement and Plan of Merger (Invitrogen Corp)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares all the votes entitled to vote be cast on the matter is required to adopt this Agreementapprove the Merger. No other vote of the security holders stockholders of the Company is required by law, the Company Charter Articles of Amendment and Restatement of the Company, as amended, or the Amended and Restated Bylaws by-laws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated herebyMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crystal River Capital, Inc.), Agreement and Plan of Merger (Brookfield Asset Management Inc.)
Required Vote of Company Stockholders. The Subject to Section 2.7, the affirmative vote of the holders of at least a majority of Common Shares entitled to vote is required to adopt this Agreement. No other vote of the security holders of the Company (including holders of Preferred Shares) is required by law, the Company Charter or the Amended and Restated Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verio Inc), Agreement and Plan of Merger (Nippon Telegraph & Telephone Corp)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the voting power of the outstanding shares of Company Common Stock (with the holders of Company Ordinary Common Stock and the holders of Company Class B Common Stock voting together as a single class) is required to adopt this Agreementapprove the Merger. No other vote of the security holders stockholders of the Company is required by law, the Company Charter Certificate of Incorporation or the Amended and Restated Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ackerley Group Inc), Agreement and Plan of Merger (Clear Channel Communications Inc)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares the shares of Company Common Stock entitled to vote is required to adopt this Agreement. No other vote of the security holders of the Company is required by law, the Company Charter or the Amended and Restated Bylaws By-Laws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oratec Interventions Inc)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock is required to adopt this Agreement. No other vote of the security holders of the Company is required by law, the Company Charter certificate of incorporation or the Amended and Restated Bylaws bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 1 contract
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the voting power of the outstanding shares of Company Common Stock is required to adopt this Agreement. No other vote of the security holders stockholders of the Company is required by law, the Company Charter Restated Certificate of Incorporation or the Amended and Restated Bylaws By-laws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (True North Communications Inc)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Stock (the “Company Stockholder Approval”) is required to approve the Merger and adopt this Agreement. No other vote of the security holders of the Company is required by lawLaw, the Company Charter or the Amended and Restated Company Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated herebyTransactions.
Appears in 1 contract
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote Company Stockholder Approval is required to adopt this AgreementAgreement and to consummate the Merger. No other vote of the security holders of the Company is required by law, the Company Charter or the Amended and Restated Bylaws By-laws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 1 contract
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock is required to adopt this Agreement. No other vote of the security holders of the Company is required by law, the Company Charter Articles of Incorporation or the Amended and Restated Bylaws By-laws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Life Usa Holding Inc /Mn/)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock is required to approve and adopt this Agreement. No other vote of the security holders stockholders of the Company (“Company Stockholders”) is required by lawLaw, the Company Charter or the Amended and Restated Certificate of Incorporation, Company Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.. Section 3.28
Appears in 1 contract
Samples: Agreement and Plan of Merger (Great Western Bancorp, Inc.)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock is required to adopt this Agreement. No other vote of the security holders securityholders of the Company is required by law, the Company Charter or the Amended and Restated Company Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated herebyhereby and by the Parent Ancillary Agreements and the Company Ancillary Agreements.
Appears in 1 contract
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock and each series of the Company Preferred stock, voting together as a single class, is required to approve the Merger and adopt this Agreement. No other vote of the security holders securityholders of the Company is required by law, the Company Charter or the Amended and Restated Company Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 1 contract
Required Vote of Company Stockholders. The Subject to Section 2.7, the affirmative vote of the holders of at least a majority of the outstanding Shares entitled to vote is required to adopt this Agreement. No other vote of the security holders of the Company is required by law, the Company Charter or the Amended and Restated Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 1 contract
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock is required to approve the Merger and adopt this Agreement. No other vote of the security holders securityholders of the Company is required by law, the Company Charter or the Amended and Restated Company Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated herebyby this Agreement.
Appears in 1 contract
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock and Company Series B Preferred Stock, voting together as a single class, (the “Company Stockholder Approval”) is required to approve the Merger and adopt this Agreement. No other vote of the security holders securityholders of the Company is required by law, the Company Charter or the Amended and Restated Company Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated herebyTransactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stratos International Inc)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote Company Stockholder Approval is required to adopt this AgreementAgreement and to consummate the Merger. No other vote of the security holders of the Company is required by law, the Company Charter or the Amended and Restated Bylaws By-laws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.. Section 3.19
Appears in 1 contract
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority the outstanding shares of Shares Company Common Stock, and shares of Company Series A Preferred Stock, voting together as one class (with each such share entitled to vote one vote) is required to adopt this Agreement. No other vote of the security holders of the Company is required by law, the Company Charter or the Amended and Restated Company Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.hereby and by the Parent Ancillary Agreements and the Company Ancillary Agreements. [
Appears in 1 contract
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote is required to adopt this Agreement. No other vote of the security holders of the Company is required by law, the Company Charter or the Amended and Restated Bylaws By-laws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 1 contract
Required Vote of Company Stockholders. The affirmative ------------------------------------- vote of the holders of at least a majority of the outstanding Shares entitled to vote is required to adopt this Agreement. No other vote of the security holders of the Company is required by law, the Company Charter or the Amended and Restated Bylaws By-laws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated herebyhereby and in the Stock Option Agreement.
Appears in 1 contract
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock is required to adopt this Agreement. No other vote of the security holders securityholders of the Company is required by law, the Company Charter Certificate of Incorporation or the Amended and Restated Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated herebyhereby and in the Stock Option Agreement.
Appears in 1 contract
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority 63 1/3 percent of Shares entitled to vote is required to adopt this Agreement. No other vote of the security holders of the Company is required by law, the Company Charter or the Amended and Restated Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lowrance Electronics Inc)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares the votes entitled to be cast on this Agreement and the Merger is the only vote of holders of securities of the Company which is required to approve and adopt this AgreementAgreement and the Merger. No other vote of the security holders of securities of the Company is required by lawLaw, the Company Charter or Certificate of Incorporation of the Amended and Restated Company, the Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital Cinema Destinations Corp.)
Required Vote of Company Stockholders. The affirmative ------------------------------------- vote of the holders of at least a majority of Shares entitled to vote is required to adopt this Agreement. No other vote of the security holders of the Company is required by law, the Company Charter Company's charter or the Amended and Restated Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Panchos Mexican Buffet Inc /De)
Required Vote of Company Stockholders. The affirmative vote of the holders of at least a majority of Shares entitled to vote the outstanding shares of Company Common Stock and Company Preferred Stock voting together as a single class is required to adopt this Agreement. No other vote of the security holders securityholders of the Company is required by law, the Company Charter or the Amended and Restated Company Bylaws of the Company or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby.
Appears in 1 contract
Samples: Voting Agreement (Concord Efs Inc)
