Required Vote of the Company Stockholders. The affirmative vote of the holders of a majority of the outstanding shares of Company Voting Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of holders of securities of the Company that is required to approve this Agreement and the transactions contemplated hereby, including the Mergers.
Required Vote of the Company Stockholders. Subject to the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.9, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock on the record date of the Company Meeting, voting together as a single class, is the only vote of holders of securities of the Company which is required to approve this Agreement and the Merger (the “Company Stockholder Approval”).
Required Vote of the Company Stockholders. The affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock is required to adopt this Agreement. No other vote of the stockholders of the Company is required by law or the charter or By-laws of the Company in order for the Company to consummate the Merger and the transactions contemplated hereby.
Required Vote of the Company Stockholders. (a) Assuming Parent is not an “interested stockholder” under Section 203 of the DGCL, the affirmative vote of a majority of the outstanding 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 this Agreement and the Merger (the “Company Stockholder Approval”), (b) the action of the Board of Directors of the Company in approving this Agreement is sufficient to render inapplicable to this Agreement and the transactions contemplated hereby the restrictions on “business combinations” (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL and (c) no other Takeover Laws are applicable to the Merger, this Agreement, or any of the transactions contemplated hereby and thereby. As used in this Agreement, “Takeover Laws” means any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover Laws and regulations.
Required Vote of the Company Stockholders. The vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on this Agreement and the Transactions, including the Merger, at the Company Stockholders’ Meeting, or any adjournment or postponement thereof, in favor of the adoption of this Agreement and the approval of the Transactions, including the Merger (the “Company Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock or other securities of the Company or any of its Subsidiaries that is required to adopt this Agreement and approve the Transactions, including the Merger.
Required Vote of the Company Stockholders. Except as set forth on Section 2.21 of the Company Disclosure Schedule, subject to the accuracy of the representations and warranties of Parent and Merger Sub contained in ARTICLE III hereof, the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock on the record date for the Company Meeting to adopt this Agreement and the Merger is the only vote of holders of securities of the Company necessary to approve this Agreement, the Merger and the transactions contemplated hereby (the “Company Stockholder Approval”).
Required Vote of the Company Stockholders. 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 of holders of securities of the Company which is required to adopt this Agreement, to approve the Merger and to consummate the transactions contemplated hereby (the “Company Stockholder Approval”). Assuming the accuracy of the representations set forth in Section 5.14, the action of the Board of Directors of the Company described in Section 4.3(d) is sufficient to render the Charter Restrictions and the DGCL 203 Restrictions inapplicable to this Agreement and the transactions contemplated hereby (including the Merger). No other Takeover Laws are applicable to this Agreement, the Merger or any of the other transactions contemplated hereby.
Required Vote of the Company Stockholders. The affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock (with the holders of Company Class A Common Stock and the holders of Company Class B Common Stock voting together as a single class) and the affirmative vote of the holders of a majority of the outstanding shares of each of the Company Class A Common Stock and Company Class B Common Stock voting as separate classes is required to adopt this Agreement, the Merger and the Charter Amendment. No other vote of the stockholders of the Company is required by law or the charter or Bylaws of the Company in order for the Company to consummate the Merger and the transactions contemplated hereby.
Required Vote of the Company Stockholders. In the event that Section 267 of the DGCL is unavailable, the affirmative vote of the holders of at least a majority of the outstanding Shares is the only vote of holders of securities of the Company required to approve this Agreement and the transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).
Required Vote of the Company Stockholders. The affirmative vote of the holders representing a majority in voting power of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class, and a majority of the outstanding shares of Company Preferred Stock, voting as a separate class, are the only votes of holders of securities of the Company, which are required to adopt this Agreement and approve the Merger and the other transactions contemplated hereby under the DGCL, the Company Charter Documents and the rules and regulations of the Nasdaq Stock Market (the “Company Stockholder Approval”). All issued and outstanding shares of Company Common Stock and Company Preferred Stock are entitled to vote.
