Common use of Vote Required Clause in Contracts

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cole Credit Property Trust Inc), Agreement and Plan of Merger (American Realty Capital Properties, Inc.)

AutoNDA by SimpleDocs

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than ------------- the number of Shares of Company Common Stock entitled to be cast, consisting of a majority of the outstanding shares total voting power of all Shares of Company Common Stock (the “Company Stockholder Approval”) outstanding, approving this Agreement, is the only vote of the holders of any series or class or series of shares common stock required to approve and adopt the plan of stock of the Company necessary merger in this Agreement and to approve the Merger and of the other transactions contemplated herebyoutstanding shares of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Societe Nationale D Exploitation Indus Des Tabacs Et Allumet), Agreement and Plan of Merger (Consolidated Cigar Holdings Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve the Merger this Agreement and the other transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Paradyne Networks Inc), Agreement and Plan of Merger (Zhone Technologies Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Securities of the Company necessary to approve the Merger this Agreement and the other transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sorrento Networks Corp), Agreement and Plan of Merger (Zhone Technologies Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote or consent of the holders of not less than a majority of the all outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Westport Innovations Inc), Agreement and Plan of Merger (Fuel Systems Solutions, Inc.)

Vote Required. If approval The affirmative vote, at a duly called and held meeting of stockholders, of the holders of Company Common Stock is required by applicable Law, the affirmative vote of the holders of not less than at least a majority of the outstanding shares of Company Common Stock entitled to vote upon the First Merger (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary under the MGCL or the Company Governing Documents to approve the Merger and Mergers or the other transactions contemplated herebyTransactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Apollo Residential Mortgage, Inc.), Agreement and Plan of Merger (Apollo Commercial Real Estate Finance, Inc.)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote vote, if any, of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve this Agreement, the Ancillary Agreements, the Merger and the other transactions contemplated herebyhereby and thereby (the "Requisite Stockholder Approval").

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (JCC Holding Co)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock in favor of the adoption of this Agreement and approval of the Transactions (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company’s capital stock necessary for the Company necessary to adopt this Agreement and approve the Merger and the other transactions contemplated herebyTransactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Clark Holdings Inc.), Agreement and Plan of Merger (Novell Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a simple majority of the outstanding shares of Company Common Stock (present in person or by proxy at a meeting of the “Company Stockholder Approval”) Company's stockholders duly convened is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Merger and Transactions. No separate vote of any class or series of the other transactions contemplated herebyCompany's capital stock is necessary to approve the Transactions.

Appears in 2 contracts

Samples: Common Stock and Warrant Purchase Agreement (Ista Pharmaceuticals Inc), Common Stock and Warrant Purchase Agreement (Ista Pharmaceuticals Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the all outstanding shares of Company Common Stock entitled to vote thereon to approve the REIT Merger (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock of the Company necessary required to adopt this Agreement and approve the Merger Mergers and the other transactions contemplated herebyby this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Necessity Retail REIT, Inc.), Agreement and Plan of Merger (Global Net Lease, Inc.)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to adopt this Agreement and approve the Company Merger and the other transactions contemplated herebyhereby (other than the Partnership Approval, which has already been obtained).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Extra Space Storage Inc.), Agreement and Plan of Merger (SmartStop Self Storage, Inc.)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Company Stockholders’ Meeting in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote or consent of the holders of any class or series of shares of stock Securities of the Company necessary that is required to approve authorize this Agreement or to consummate the Merger and the other transactions contemplated herebyby this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Entellus Medical Inc), Agreement and Plan of Merger (K2m Group Holdings, Inc.)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Acquiror Common Stock (present in Person or by proxy at the “Company Stockholder Approval”) Acquiror Shareholders Meeting is the only vote of the holders of any class or series of shares of Acquiror's capital stock of the Company necessary (under applicable law or otherwise) to approve the Merger this Agreement and the other transactions contemplated hereby.Transactions. 3.2.20

Appears in 2 contracts

Samples: Exhibit 2 Agreement and Plan of Merger (Post Apartment Homes Lp), Exhibit 2 Agreement and Plan of Merger (Columbus Realty Trust)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to cast a majority of all the votes entitled to be cast on the matter (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Merger, the Partnership Merger and or the other transactions contemplated hereby. No vote of the holders of any limited partnership units of the Company Operating Partnership is necessary to approve the Merger, the Partnership Merger or the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Realty Capital Healthcare Trust Inc), Agreement and Plan of Merger (Ventas Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve the Merger and adopt this Agreement and the other transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ecost Com Inc), Agreement and Plan of Merger (Pfsweb Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than at least a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Merger. The Stockholders, by executing this Agreement, have irrevocably consented to the Merger and have irrevocably agreed to vote in favor of the other transactions contemplated herebyMerger. Such action by the Stockholders is sufficient to constitute stockholder approval of the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Daou Systems Inc), Confidential Treatment Requested Agreement and Plan of Merger (Daou Systems Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Merger and the other transactions contemplated hereby. The consent of the Company OP General Partner, as the sole general partner of the Company Operating Partnership, is the only vote of the partners of the Company Operating Partnership necessary to adopt this Agreement and approve the Partnership Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CapLease, Inc.), Agreement and Plan of Merger (American Realty Capital Properties, Inc.)

Vote Required. If approval The affirmative vote (or action by written consent) of the holders of Company Common Stock is required by applicable Law, the affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote or consent of the holders of any class or series of shares of stock of the Company Capital Stock necessary to adopt or approve this Agreement, approve the Merger Merger, and the Contemplated Transactions and the other transactions contemplated herebymatters set forth in Section 5.2(a) of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (MYnd Analytics, Inc.), Agreement and Plan of Merger and Reorganization (Emmaus Life Sciences, Inc.)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority two-thirds of the outstanding shares of Company Common Stock (outstanding on the record date for the Company Stockholder Approval”) shareholders' meeting is the only vote of the holders of any class or series of shares of the Company's capital stock of or other equity interest in the Company necessary to approve and adopt this Agreement and to approve the Merger and the other transactions contemplated herebyTransactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ostex International Inc /Wa/), Iv Agreement and Plan of Merger (Inverness Medical Innovations Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock Shares entitled to vote at the Company Shareholder Meeting (the “Company Stockholder Shareholder Approval”) is the only vote of the holders of any class or series of shares of stock securities of the Company necessary or any Company Subsidiary required to approve this Agreement, the Merger and the other transactions contemplated herebyby this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chesapeake Lodging Trust), Agreement and Plan of Merger (Park Hotels & Resorts Inc.)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Required Company Stockholders”) to approve this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve this Agreement, and to consummate the Merger and Transactions, including the other transactions contemplated herebyMerger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Medistem Inc.), Agreement and Plan of Merger (Intrexon Corp)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class Company’s shareholders necessary (under applicable Law or series of shares of stock of the Company necessary otherwise), to approve this Agreement (the Merger and the other transactions contemplated hereby“Company Shareholder Approval”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rent a Center Inc De), Agreement and Plan of Merger (Rent Way Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority two-thirds (2/3) of the all outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ventas Inc), Agreement and Plan of Merger (Nationwide Health Properties Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to cast a majority of all the votes entitled to be cast on the matter (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Realty Capital Properties, Inc.), Agreement and Plan of Merger (Cole Real Estate Investments, Inc.)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the (i) The affirmative vote of the holders of not less than Common Shares casting at least a majority of the outstanding shares of Company Common Stock votes entitled to be cast (the “Company Stockholder Shareholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary Stock required to approve this Agreement, the REIT Merger and the other transactions contemplated herebyTransactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Prime Group Realty Trust), Agreement and Plan of Merger (Prime Group Realty Trust)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than the number of Shares of Company Common Stock entitled to be cast, consisting of a majority of the outstanding shares total voting power of all Shares of Company Common Stock (the “Company Stockholder Approval”) outstanding, approving this Agreement, is the only vote of the holders of any series or class or series of shares common stock required to approve and adopt the plan of stock of the Company necessary merger in this Agreement and to approve the Merger and the other transactions contemplated herebyMerger.

Appears in 2 contracts

Samples: Agreement and Plan (Accor Sa /Fi), Agreement and Plan of Merger (Red Roof Inns Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock in favor of the approval and adoption of this Agreement, the Merger and the other Transactions (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company’s capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other transactions contemplated herebyTransactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Us Home Systems Inc), Agreement and Plan of Merger (Micrus Endovascular Corp)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company’s capital stock of the Company necessary to adopt this Agreement and otherwise approve and consummate the Merger and the other transactions contemplated herebyby this Agreement as set forth herein.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Callon Petroleum Co), Agreement and Plan of Merger (APA Corp)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Merger Sale and the other transactions contemplated herebyContemplated Transactions.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Epr Properties), Purchase and Sale Agreement (CNL Lifestyle Properties Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Realty Capital Trust, Inc.), Agreement and Plan of Merger (Realty Income Corp)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting in favor of adopting this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares the Company’s capital stock, or any holders of stock any other securities of the Company Company, necessary to adopt this Agreement and approve the Merger and the other transactions contemplated herebyMerger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (National Instruments Corp), Agreement and Plan of Merger (Emerson Electric Co)

Vote Required. If approval The affirmative votes of the holders of the majority of the voting power of the Company Common Stock is required by applicable Law, the affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock to adopt and approve this Agreement (the "Company Stockholder Shareholder Approval") is are the only vote votes of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve consummate the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Enstar Group Inc), Agreement and Plan of Merger (Castlewood Holdings LTD)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority two-thirds of the outstanding shares of Company Common Stock (and two-thirds of the “Company Stockholder Approval”) is outstanding shares of Preferred Stock, respectively, are the only vote of the holders of any class or series of shares of capital stock or other securities of the Company entitled to vote necessary to approve the Merger Merger, this Agreement and the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PMC International Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company or any Company Subsidiary necessary to approve this Agreement, the Merger and the other transactions contemplated hereby.hereby (the “Company Stockholder Approval”). Table of Contents

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tularik Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a ------------- majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Merger and is only necessary in the other transactions contemplated herebyevent that the number of shares of Company Common Stock tendered pursuant to the Offer represents less than ninety percent (90%) of the issued and outstanding shares of Company Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gn Acquisition Corp/De)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Stockholders Approval") is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Merger and the other consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advanced Technical Products Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority two-thirds of the outstanding shares of Company Common Stock (outstanding on the record date for the Company Stockholder Approval”) shareholders’ meeting is the only vote of the holders of any class or series of shares of the Company’s capital stock of or other equity interest in the Company necessary to approve and adopt the Merger Agreement and to approve the Merger and the other transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Voting Agreement (Ostex International Inc /Wa/)

Vote Required. If approval of The affirmative vote by the holders of Company Common Stock is required by applicable Law, the affirmative vote of the holders of not less than a ------------- majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) outstanding is the only vote of the holders of any class or series of shares of stock of the Company Company's Common Stock necessary to approve the Merger this Agreement and the other transactions contemplated hereby. No more than two percent (2%) of the issued and outstanding Common Stock are eligible to be Dissenting Shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Multex Com Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve the Merger Merger, which stockholder vote shall be received by the Company and delivered to the other transactions contemplated herebyParent immediately following the execution and delivery by the Company of a counterpart signature page to this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Electronics for Imaging Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (entitled to vote on the “Company Stockholder Approval”) adoption of this Agreement is the only vote of the holders of any class or series of shares of stock securities of the Company necessary which is required to adopt this Agreement, to approve the Merger and to consummate the other transactions contemplated hereby.hereby (the "Company Stockholder Approval"). (s)

Appears in 1 contract

Samples: Agreement and Plan of Merger (GLAUKOS Corp)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than shares representing a majority of the voting power of the outstanding shares of the Company Common Stock entitled to vote thereon at the Company Shareholder Meeting is the only vote required (under applicable Law, the Company Charter, the Company By-laws, or otherwise) of the holders of capital stock of the Company to approve this Agreement and the transactions contemplated hereby (including the Merger) (the “Company Stockholder Shareholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Merger and the other transactions contemplated hereby).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meadowbrook Insurance Group Inc)

Vote Required. If approval The affirmative votes of the holders of Company Common Stock is required by applicable Law, the affirmative vote of the holders of not less greater than a majority fifty percent (50%) of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is entitled to vote thereon are the only vote votes of the holders of any class or series of shares of stock of the Company Capital Stock necessary to approve the Merger this Agreement and the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alternative Resources Corp)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than at least a majority of the outstanding shares of Company Common Stock (and 60% of the outstanding shares of the Company Stockholder Approval”) Preferred Stock all series voting together on an as-if converted basis is the only vote of the holders of any class or series of shares of stock of the Company Company's capital stock necessary to approve the Merger this Agreement and the other Ancillary Agreements and the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Shareholder Agreement (Phone Com Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company or any Company Subsidiary necessary to approve this Agreement, the Merger and the other transactions contemplated herebyhereby (the “Company Stockholder Approval”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amgen Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority at least two-thirds of the outstanding shares of Company Common Stock (entitled to vote with respect to the approval of this Agreement and the transactions contemplated hereby, including the issuance of Company Stockholder Approval”) Common Stock in the Merger, is the only vote of the holders of any class or series of the Company's shares of stock of the Company beneficial interest necessary to approve the Merger this Agreement and the other transactions contemplated hereby."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Prologis Trust)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than outstanding Company Common Stock, voting together as a majority single class, representing at least sixty percent (60%) of the all shares outstanding entitled to vote (treating all shares as having a single vote per share) thereupon by holders of Company Common Stock (the “Company Requisite Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock securities of the Company that is necessary to approve the Merger and adopt this Agreement and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Univision Communications Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Seller’s common stock, $.001 par value (“Seller Common Stock (the “Company Stockholder ApprovalStock) ), is the only vote of the holders of any class or series of shares of Seller’s capital stock of the Company necessary to approve and adopt this Agreement and approve the Merger and the other transactions contemplated herebySale.

Appears in 1 contract

Samples: Stock Purchase Agreement (Qpagos)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority at least two-thirds of the outstanding shares of Company Common Capital Stock (the “Company Stockholder Approval”) entitled to vote thereon is the only vote of the holders of any class or series of shares of stock securities of the Company that is necessary to approve the Merger and adopt this Agreement and the other transactions contemplated herebyhereby (the “Required Shareholder Approval” and, together with the Majority of the Minority Approval, the “Company Shareholder Approval”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edelman Financial Group Inc.)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a ------------- majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve this Agreement, the Merger and the other transactions contemplated hereby.hereby (the "Company Shareholder Approval"). ------------------------------ Section 3.22

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amgen Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority two-thirds of the outstanding shares of Company Common Stock (the “Company Stockholder Stockholders Approval”) is the only vote of the holders of any class or series of shares of the Company’s capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Buffets Holdings, Inc.)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than shares representing a majority of the outstanding shares of the Company Common Stock entitled to vote thereon at the Company Stockholder Meeting is the only vote required (under applicable Law, the Company Charter, the Company Bylaws, or otherwise) of the holders of capital stock of the Company to adopt this Agreement and approve the transactions contemplated hereby (including the Merger) (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Merger and the other transactions contemplated hereby).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cabelas Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the "Company Stockholder Approval") is the only vote of the holders of any class or series of the Company capital stock necessary to approve this Agreement and the transactions contemplated hereby and is only necessary in the event that the number of shares of stock of the Company necessary Common Stock tendered pursuant to approve the Merger Offer represents less than 90% of the issued and outstanding shares of the other transactions contemplated herebyCompany Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (U S Laboratories Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote, in person or by proxy, is the only vote of the Company’s stockholders necessary (under applicable law or otherwise), to approve this Agreement and the Merger (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Merger and the other transactions contemplated hereby).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ablest Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The consent of the Company as the sole general partner of the Company Operating Partnership, is the only vote of the partners of the Company Operating Partnership necessary to adopt this Agreement and approve the Partnership Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Realty Capital Global Trust II, Inc.)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”"COMPANY STOCKHOLDERS' APPROVAL") is the only vote of the holders of any class or series of shares of stock of the Company capital stock or debt instruments necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Candover Investments PLC)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock and the consent of the holders of 60% of the shares of Company Series A Preferred, voting separately as a class, in each case outstanding on the record date set for the Company Shareholders Meeting (the “Company Stockholder Approval”as defined below) is are the only vote votes of the holders of any class or series of shares of stock of the Company Capital Stock necessary to approve the Merger this Agreement and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Tickets Com Inc)

Vote Required. If approval The affirmative vote or consent of the holders of Company Common Stock is required by applicable Law, the affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “and Company Stockholder Approval”) Class A Common Stock, voting together as a single class, is the only vote or approval of the holders of any class or series of shares of Company capital stock of the Company or other voting securities necessary to approve this Agreement, the Merger and the other transactions contemplated hereby.. The execution and delivery of the Stockholders Consent will satisfy such required approval. 3.23

Appears in 1 contract

Samples: Agreement and Plan of Merger (Southwest Royalties Inc Income Fund Vi)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Merger. The Stockholders, by executing this Agreement, have irrevocably consented to the Merger and have irrevocably agreed to vote in favor of the other transactions contemplated herebyMerger and have granted an irrevocable proxy to such effect. Such action by the Stockholders is sufficient to constitute stockholder approval of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Daou Systems Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote thereon (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company’s capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby, including the Merger, in accordance with applicable Law and the Company Organizational Documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (E-Z-Em, Inc.)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the all outstanding shares of Company Common Stock to approve the REIT Merger (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock of the Company necessary required to approve consummate the Merger and the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (RLJ Lodging Trust)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary required to approve the Merger and adopt this Agreement under the other transactions contemplated herebyDGCL, the Company's Amended and Restated Certificate of Incorporation and the Company's Amended and Restated By- Laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cendant Corp)

AutoNDA by SimpleDocs

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority at least sixty-six and two-thirds (66 2/3) percent of the outstanding shares votes entitled to be cast by the holders of the Company Common Stock Stock, other than the Purchaser Stockholders (the “Company "Stockholder Approval") is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other transactions contemplated herebyMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (U S Vision Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than outstanding Company Common Stock representing at least a majority of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock (the “Company "Requisite Stockholder Approval") is the only vote or consent of the holders of any class or series of shares of stock securities of the Company that is necessary to approve the Merger and adopt this Agreement and the other transactions contemplated herebyhereby (including the Merger).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bisys Group Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority two-thirds of the outstanding shares of Company Common Stock (outstanding on the record date for the Company Stockholder Approval”) shareholders' meeting is the only vote of the holders of any class or series of shares of the Company's capital stock of or other equity interest in the Company necessary to approve and adopt the Merger Agreement and to approve the Merger and the other transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Voting Agreement (Inverness Medical Innovations Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority at least two-thirds (2/3) of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company Stock necessary to approve the Merger this Agreement and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Efj Inc)

Vote Required. If approval The affirmative vote or consent of the holders of Company Common Stock is required by applicable Law, the affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “and Company Stockholder Approval”) Class A Common Stock, voting together as a single class, is the only vote or approval of the holders of any class or series of shares of Company capital stock of the Company or other voting securities necessary to approve this Agreement, the Merger and the other transactions contemplated hereby. The execution and delivery of the Stockholders Consent will satisfy such required approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clayton Williams Energy Inc /De)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority two-thirds (2/3) of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) Company's common stock and preferred stock voting together as a single class is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company or other securities necessary to adopt this Agreement and to approve the Merger and the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Targeted Genetics Corp /Wa/)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority at least seventy-five (75%) of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) Shares is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Merger and or adopt this Agreement. No vote of any class or series of the Company's capital stock is necessary to approve any of the Transactions other transactions than the Merger Agreement as contemplated herebyby Section 2.9.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Data Research Associates Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock entitled to vote is the only vote of the Company’s stockholders (the “Company Stockholder Approval”) is the only vote of the holders of any class necessary (under applicable Law or series of shares of stock of the Company necessary otherwise) to approve the Merger this Agreement and the other transactions contemplated herebyby this Agreement, including the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FCStone Group, Inc.)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock is the only vote of the Company’s stockholders necessary (under Law or otherwise), to approve this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Merger and the other transactions contemplated hereby).

Appears in 1 contract

Samples: Employment Agreement (Zevex International Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of at least two-thirds (2/3) of the votes that holders of not less than a majority of the outstanding shares of Company Seller Common Stock (the “Company Stockholder Approval”) are entitled to cast is the only vote of the holders of any class or series of shares of the Seller’s capital stock of the Company necessary to approve the Merger this Agreement and the other transactions contemplated hereby, including the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marshall & Ilsley Corp/Wi/)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Securities of the Company necessary to approve the Merger adopt this Agreement and the other transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (MobileBits Holdings Corp)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less more than a majority two-thirds of the outstanding shares of Company Common Stock contemplated by Section 8.1(a) (the “Company Stockholder Approval”voting as one class, with each share having one vote) is the only vote of the holders of any class or series of shares of Company capital stock of the Company necessary to approve this Agreement, including the related Plan of Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Deltek Systems Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than at ------------- least a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Merger or adopt this Agreement (the "Company Stockholder Approval") and no other vote of any class or series of the other transactions contemplated herebyCompany's capital stock is necessary to adopt or approve this Agreement or approve any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mediaplex Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than both (a) a majority of the outstanding shares of Company Common Stock entitled to vote thereon and (b) a majority of the outstanding shares of Company Stockholder Approval”) is Common Stock held by the Independent Shareholders are the only vote votes of the holders of any class or series of shares of the Company’s capital stock of the Company necessary to approve the Merger this Agreement and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meemic Holdings Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority two-thirds of the outstanding shares of Company Common Stock (the "Company Stockholder Stockholders Approval") is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ryans Restaurant Group Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than shares representing a majority of the voting power of the outstanding shares of the Company Common Stock entitled to vote thereon at the Company Stockholder Meeting is the only vote required (under applicable Law, the Company Charter, the Company By-laws, or otherwise) of the holders of capital stock of the Company to adopt this Agreement and approve the transactions contemplated hereby (including the Merger) (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock of the Company necessary to approve the Merger and the other transactions contemplated hereby).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hansen Medical Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) outstanding as of May 18, 2007 is the only vote of the holders of any class or series of shares of the Company’s capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan (Sbe Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority at least 51% of the outstanding shares of the Company Common Stock (Stock, as a class, and Company Preferred Stock, as a class, approving the “Company Stockholder Approval”) is Merger and this Agreement are the only vote votes and/or consents of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Merger this Agreement and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Ivillage Inc

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority two-thirds (2/3) of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Merger Merger. The Stockholders, by executing this Agreement and the other transactions contemplated herebyconsents set forth in EXHIBIT 2.01A hereto, have taken action by the Stockholders sufficient to constitute stockholder approval of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Daou Systems Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class Company’s shareholders necessary (under applicable Law or series of shares of stock of the Company necessary otherwise), to approve this Agreement, and the transactions contemplated by this Agreement, including the Merger and (the other transactions contemplated hereby“Company Shareholder Approval”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ace Cash Express Inc/Tx)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less greater than a majority two-thirds of the outstanding shares of Company Common Stock (outstanding on the record date for the Company Stockholder Approval”) Shareholders' Meeting is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to adopt this Agreement and otherwise approve the Merger and the other transactions contemplated herebyMerger.

Appears in 1 contract

Samples: Ii Agreement and Plan of Reorganization (Titan Corp)

Vote Required. If approval The affirmative votes of the holders of Company Common Stock is required by applicable Law, the affirmative vote of the holders of not less than a majority at least two-thirds of the outstanding shares of Company Allegiant Common Stock (the “Company Stockholder Approval”) is entitled to vote thereon are the only vote votes of the holders of any class or series of shares of Allegiant capital stock of the Company necessary to approve the Merger this Agreement and the other transactions contemplated herebyby the Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National City Corp)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than shares having a majority of the voting power of the outstanding shares of the Company Common Stock (entitled to vote at the Company Stockholder Approval”) Meeting is the only vote required (under applicable Law, the Company Charter, the Company Bylaws, or otherwise) of the holders of any class or series of shares of capital stock or other equity securities of the Company necessary to approve the Merger this Agreement and the other transactions contemplated herebyhereby (including the Mergers) (the "Company Stockholder Approval").

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Game Technology)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary required to approve the Merger and adopt this Agreement under the other transactions contemplated herebyDGCL, the Company's Amended and Restated Certificate of Incorporation and the Company's Amended and Restated By-Laws.

Appears in 1 contract

Samples: Agreement (Avis Group Holdings Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve this Agreement, the Merger and the other transactions contemplated herebyhereby (the "Company Shareholder Approval").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Immunex Corp /De/)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority two-thirds of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class Company’s shareholders necessary (under applicable law or series of shares of stock of the Company necessary otherwise), to approve this Agreement, and the transactions contemplated by this Agreement, including the Merger and (the other transactions contemplated hereby“Company Shareholder Approval”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dave & Busters Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than at least a majority of the outstanding shares of Company Common Stock (Stock, together with the “Company Stockholder Approval”) vote contemplated by Section 8.1(a)(ii), is the only vote of the holders of any class or series of shares of Company capital stock of the Company necessary to approve the Merger and adopt this Agreement and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Erc Industries Inc /De/)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority at least two-thirds of the outstanding shares of Company Insurdata Common Stock (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of shares of Insurdata's capital stock of the Company necessary (under applicable law or otherwise) to approve the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Provident American Corp)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority two–thirds of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is the only vote vote, if any, of the holders of any class or series of shares of capital stock or other Equity Interests of the Company necessary to approve the Merger Merger, which stockholder vote shall be received by the Company and delivered to the other transactions contemplated herebyParent immediately after the execution and delivery by the Company of a counterpart signature page to this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Guitar Center Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than at least a majority of the outstanding shares of Company Common Stock on the record date for the Company Stockholders' Meeting (the "Company Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt the Merger or this Agreement and no other vote of any holders of shares of the Company's capital stock of the Company is necessary to approve any of the Merger and the other transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Iii Agreement and Plan of Merger (Valueclick Inc/Ca)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than at ------------- least a majority of the outstanding shares of Company Common Stock on the record date for the Company Stockholders' Meeting (the "Company Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt the Merger or this Agreement and no other vote of any holders of shares of the Company's capital stock of the Company is necessary to approve any of the Merger and the other transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Be Free Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than outstanding Common Stock, voting together as a majority single class, representing at least two-thirds of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock (the “Company Requisite Stockholder Approval”) is the only vote of the holders of any class or series of shares of stock securities of the Company that is necessary to approve the Merger and adopt this Agreement and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Apac Customer Services, Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than outstanding Seller common stock representing at least a majority of all the outstanding shares votes entitled to be cast thereupon by holders of Company Common Stock (the “Company Stockholder Approval”) Seller common stock is the only vote of the holders of any class or series securities of shares of stock Seller that is necessary to adopt this Agreement and each of the Company necessary to other Transaction Agreements and approve the Merger Transaction and the other transactions contemplated herebyhereby and thereby (the “Requisite Stockholder Approval”).

Appears in 1 contract

Samples: Patent Sale Agreement (Mips Technologies Inc)

Vote Required. If The approval of the holders sale of Company Common Stock is required the Shares by applicable Law, the affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) voting is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Merger and transactions contemplated hereby. Holders of Common Stock will not have any appraisal rights or similar rights in connection with the sale of the Shares or any of the other transactions contemplated hereby.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Bank of America Corp /De/)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority two-thirds of the outstanding shares of Company Common Stock Stock, voting as a single class, outstanding on the record date for the Company's stockholders' meeting (or the “Company Stockholder Approval”written consent in lieu thereof) is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Inhale Therapeutic Systems Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority at least seventy-five (75%) of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) Shares is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Merger and or adopt this Agreement. No vote of any class or series of the Company's capital stock is necessary to approve any of the Transactions other transactions than the Merger Agreement as contemplated herebyby SECTION 2.9.

Appears in 1 contract

Samples: Agreement and Plan of Merger (McGuire Acquisition Inc)

Vote Required. If approval The affirmative vote of (a) the Parent as the sole holder of shares of Company Special Common Stock and (b) the holders of Company Common Stock is required by applicable Law, the affirmative vote of the holders of not less than a majority at least fifty percent of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is Shares are the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Merger and or adopt this Agreement. No other vote of any class or series of the other transactions contemplated herebyCompany's capital stock is necessary to approve any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spiros Development Corp Ii Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of at least two-thirds (2/3) of the votes that holders of not less than a majority of the outstanding shares of Company Seller Common Stock (the “Company Stockholder Approval”) are entitled to cast is the only vote of the holders of any class or series of shares of the Seller's capital stock of the Company necessary to approve the Merger this Agreement and the other transactions contemplated herebyby this Agreement, including the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stifel Financial Corp)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote of the holders of not less than a majority 66 2/3% of the outstanding shares of Company Common Stock (present in person or by proxy at a meeting of the “Company Stockholder Approval”) Company's stockholders duly convened is the only vote of the holders of any class or series of shares of the Company's capital stock of the Company necessary to approve the Merger and Transactions. No separate vote of any class or series of the other transactions contemplated herebyCompany's capital stock is necessary to approve the Transactions.

Appears in 1 contract

Samples: Solicitation Agreement (Ribozyme Pharmaceuticals Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.