Shareholder Vote Required. 14 SECTION 3.10
Shareholder Vote Required. The affirmative vote of the holders of the outstanding shares of Company Common Stock in accordance with Wisconsin Law and other applicable Law is the only vote of the holders of any class or series of securities of the Company necessary to approve the Merger, this Agreement and the other transactions contemplated hereby.
Shareholder Vote Required. The affirmative vote of the holders of a majority of the El Sitio Common Shares present in person or represented by proxy at El Sitio's special shareholders' meeting (provided that the shares so present or represented constitute a majority of the outstanding El Sitio Common Shares), is the only vote of the holders of any class or series of El Sitio's share capital necessary to approve this Agreement, the Transactions and the transactions contemplated thereby.
Shareholder Vote Required. The only vote of the holders of any class or series of shares of beneficial interest of VPT necessary to approve the Merger and the transactions contemplated by this Agreement is the affirmative vote of holders of two-thirds of the outstanding VPT Shares.
Shareholder Vote Required. The only vote of the holders of any class or shares of capital stock of Expert necessary to approve the Merger and the transactions contemplated by this Agreement is the affirmative vote of holders of a majority of the outstanding Expert Shares.
Shareholder Vote Required. The only votes of the holders of any class of shares of capital stock of BPOMS necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement are: (i) the affirmative vote of holders of a majority of the outstanding BPOMS Common Stock, BPOMS Series A Preferred Shares, BPOMS Series B Preferred Shares and BPOMS Series C Preferred Shares (voting together, as a single class), and (ii) the affirmative votes of holders of a majority of each of the outstanding BPOMS Series A Preferred Shares, BPOMS Series C Preferred Shares, BPOMS Series D Preferred Shares, BPOMS Series D-2 Preferred Shares and BPOMS Series F Preferred Shares. BPOMS has, prior to the date of this Agreement, obtained the required votes described in clause (ii) of this Section 5.20 and timely complied with its obligations under Section 262 of the DGCL.
Shareholder Vote Required. The only vote of the holders of any class of shares of the capital stock of HealthAxis necessary to approve the Reverse Split, the change of HealthAxis’ name to BPO Management Services, Inc., this Agreement, the creation and issuance of HealthAxis stock in the Merger, the change of control of HealthAxis for purposes of NASD Rule 4350(i)(B) and the other transactions and other matters contemplated by this Agreement is the affirmative vote of a majority of the votes cast by the holders of the outstanding HealthAxis Common Stock.
Shareholder Vote Required. The Company Shareholder Approval is the only action of the holders of any class or series of the Company’s shares necessary to approve and adopt this Agreement and the transactions contemplated hereby (including the Merger). Other than as set forth in the ICL, no “moratorium,” “control share acquisition,” “fair price,” “interested shareholder,” “affiliate transaction,” “business combination” or similar antitakeover statute apply to this Agreement or any other agreement referred to in this Agreement, the Merger or any other transaction contemplated by this Agreement. Except for the Company Shareholder Approval required by Section 28(d) of the Company’s articles of association, neither the Company nor any of the Company’s Subsidiaries is bound by or has in effect any “poison pill”, anti-takeover plan or similar plan or agreement which could delay, prevent, render more expensive, or have a dilutive or otherwise adverse effect on, the consummation of the Merger or the transactions contemplated hereby.
Shareholder Vote Required. The only votes of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby are: (a) the affirmative vote of a majority of the shares of Common Stock, voting as a separate class and (b) the affirmative vote of more than 66 2/3% of the shares of Preferred Stock, voting as a separate class (collectively, the “Shareholder Consent”).
Shareholder Vote Required. To the extent the number of shares of Common Stock of the Company into which the Series D Shares are convertible would exceed twenty percent (20%) of the Issuer's outstanding common stock, approval of the holders of the Issuer's capital stock is required by the rules of the NASDAQ SmallCap Market. If required to comply with Nasdaq shareholder approval requirements, the Company will take all steps as soon as practicable following the date of this Agreement, the Issuer will take all steps to call and hold a special meeting of its stockholders for the purpose of approving the issuance of common stock that would exceed such 20% requirement.
