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

Sources: Merger Agreement (American Realty Capital Properties, Inc.), Merger Agreement (Cole Credit Property Trust 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

Sources: Merger Agreement (Realty Income Corp), Merger Agreement (American Realty Capital Trust, 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

Sources: Merger Agreement (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 to adopt this Agreement and approve 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 capital stock necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (Gillette Co), Merger Agreement (Procter & Gamble 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 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 of the holders of any class or series of shares of stock securities of the Company that is necessary to adopt this Agreement or approve the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (IPC Healthcare, Inc.), Merger Agreement (Team Health 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”) to adopt this Agreement 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 (including the Merger) and to consummate the transactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (Bottomline Technologies Inc /De/), Merger Agreement (Optio Software 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 and Company Convertible Preferred Stock (voting together with the Company Common Stock on an as converted basis) to adopt 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 capital stock necessary to approve consummate the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (Pharmacia Corp /De/), Merger Agreement (Pfizer 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

Sources: Merger Agreement (Us Home Systems Inc), Merger Agreement (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 entitled to vote upon adoption of this Agreement at the Company Stockholders Meeting (the “Required Company Stockholder ApprovalVote”) is the only vote of the holders of any class or series of shares of Company’s capital stock of the Company necessary to approve consummate the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (Wellpoint, Inc), Merger Agreement (Amerigroup Corp)

Vote Required. If approval The affirmative vote of the holders of a majority of the shares of Company Common Stock is required by applicable Law, and the affirmative vote of the holders of not less than a majority shares of the outstanding shares of Company Common Preferred Stock (calculated on an as-converted basis), voting as separate classes, outstanding on the record date for the Company Stockholders' Meeting (the "Required Company Stockholder Approval”Vote") 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 adopt and approve this Agreement, the Merger and the other transactions contemplated herebyby this Agreement.

Appears in 2 contracts

Sources: Merger Agreement (Oncormed Inc), Merger Agreement (Gene Logic 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 and Company Limited Voting Stock, voting together as a single class to adopt this Agreement and approve the Parent 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 2 contracts

Sources: Merger Agreement (Thomas Properties Group Inc), Merger Agreement (Parkway Properties Inc)

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 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 of the holders of any class or series of shares of stock securities of the Company that is necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (Epicor Software Corp), Merger Agreement (Gymboree 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 “Required 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 the other transactions contemplated herebyMerger.

Appears in 2 contracts

Sources: Merger Agreement (B. Riley Financial, Inc.), Merger Agreement (United Online 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 Capital Stock (the “Company Stockholder Approval”voting together as a single class on an as-converted basis) is the only vote of the holders of any class or series of shares of stock of the Company Capital Stock necessary to adopt this Agreement and approve the Merger and the other transactions contemplated herebyby this Agreement (the vote referred to in this sentence being referred to as the “Required Merger Stockholder Vote”).

Appears in 2 contracts

Sources: Merger Agreement, Merger Agreement (Yelp 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 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

Sources: Merger Agreement (Clark Holdings Inc.), Merger Agreement (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 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

Sources: Merger Agreement (Nationwide Health Properties Inc), Merger Agreement (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 “Required Company Stockholders”) to adopt 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 adopt this Agreement, and to consummate the Merger and the other transactions contemplated herebyTransactions.

Appears in 2 contracts

Sources: Merger Agreement (Pernix Therapeutics Holdings, Inc.), Merger Agreement (Somaxon Pharmaceuticals, Inc.)

Vote Required. If approval The affirmative vote of (i) 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 and Company Preferred Stock voting together as a single class and (ii) the holders of 66 2/3% of the Company Preferred Stock voting as a separate class, each outstanding on the record date for the Company Stockholder Written Consent and entitled to vote thereon (the “Required Company Stockholder ApprovalVote) ), is the only vote of the holders of any class or series of shares of stock of the Company Capital Stock necessary to adopt and approve this Agreement and approve the Merger and the other transactions contemplated herebyContemplated Transactions.

Appears in 2 contracts

Sources: Merger Agreement (Synlogic, Inc.), Merger Agreement (Mirna Therapeutics, 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 Approval”) to adopt this Agreement 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 herebyhereby (including the Merger).

Appears in 2 contracts

Sources: Merger Agreement (Bancwest Corp/Hi), Merger Agreement (Commercial Federal 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 set for the Company Stockholders Meeting in favor of the adoption of this Agreement (the “Company Requisite Stockholder Approval”) 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 transactions contemplated herebyhereby under applicable law and the Certificate of Incorporation and Bylaws of the Company.

Appears in 2 contracts

Sources: Merger Agreement (Bea Systems Inc), Merger Agreement (Plumtree Software 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 and Company Series A Preferred Stock, voting together on an as-converted basis, outstanding on the record date for the Company Stockholders’ Meeting and entitled to vote (the “Company Required Stockholder ApprovalVote”) 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 or approve this Agreement and approve the Merger and or the other transactions contemplated herebyContemplated Transactions.

Appears in 2 contracts

Sources: Merger Agreement (Ipass Inc), Merger Agreement (GoRemote Internet Communications, Inc.)

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

Sources: Merger Agreement (Enstar Group Inc), Merger Agreement (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 of the outstanding shares of Company Common Stock to adopt this Agreement (the "Required Company Stockholder Approval”Vote") is the only vote of the holders of any class or series of shares of capital stock of the Company necessary to approve and adopt this Agreement and to consummate the Merger and the other transactions contemplated herebyhereby and by the other Transaction Agreements.

Appears in 2 contracts

Sources: Merger Agreement (Hoenig Group Inc), Merger Agreement (Investment Technology Group Inc)

Vote Required. If approval The affirmative vote (in person or by proxy) in favor of the adoption of this Agreement 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”) entitled to vote thereon 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 adopt this Agreement and the other transactions contemplated herebyMerger.

Appears in 2 contracts

Sources: Merger Agreement (Lyondell Chemical Co), Agreement and Plan of Merger (AI Chemical Investments LLC)

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

Sources: Merger Agreement (K2m Group Holdings, Inc.), Merger Agreement (Entellus 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 entitled to vote thereon in favor of the adoption of this Agreement (the “Required Company Stockholder ApprovalVote”) is the only vote or consent 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 transactions contemplated herebyadopt this Agreement.

Appears in 2 contracts

Sources: Merger Agreement (Express Scripts Holding Co.), Merger Agreement

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 Company Series A Preferred Stock outstanding on the record date for the Company Stockholders' Meeting, voting together as a single class (the "Required Company Stockholder Approval”) Vote"), 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 2 contracts

Sources: Merger Agreement (Exelixis Inc), Merger Agreement (Agritope 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

Sources: Merger Agreement (Westport Innovations Inc), Merger Agreement (Fuel Systems Solutions, 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 to adopt this Agreement and approve the 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 to adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (Chesapeake Utilities Corp), Merger Agreement (Florida Public Utilities Co)

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

Sources: Merger Agreement (Emmaus Life Sciences, Inc.), Merger Agreement (MYnd Analytics, 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 votes entitled to be cast with respect to the Merger by the holders of the Company Common Stock and Series B Convertible Preferred Stock (the “voting on an as-converted to Company Stockholder Approval”) Common Stock basis), 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 necessary to approve the Merger this Agreement and the other transactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (Medjet Inc), Merger Agreement (Visx Inc)

Vote Required. If approval After giving effect to the Stockholders Agreement Waiver, the affirmative vote or a 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 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 other transactions contemplated hereby (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

Sources: Agreement and Plan of Merger (Sunedison, Inc.), Agreement and Plan of Merger (Vivint Solar, 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

Sources: Merger Agreement (Harrahs Entertainment Inc), Merger Agreement (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 to adopt this Agreement (the “Required Company Stockholder ApprovalVote”) 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 herebyhereby (including the Merger).

Appears in 2 contracts

Sources: Merger Agreement (Traffix Inc), Merger Agreement (New Motion, 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 Stockholder ApprovalStockholders”) is necessary to adopt this Agreement. The affirmative vote of the Required Company Stockholders 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 adopt this Agreement, and to consummate the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (First Health Group Corp), Merger Agreement (Coventry Health Care Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the affirmative The only vote of the holders of not less than a majority any class or series of the Company capital stock necessary to adopt and approve this Agreement and the transactions contemplated by this Agreement (including, without limitation, the Merger) is the affirmative vote in favor of the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby, by the holders of at least 80% of the outstanding shares of Company Common Stock (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 2 contracts

Sources: Merger Agreement (Dawson Geophysical Co), Merger Agreement (TGC Industries 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 accordance with the DGCL and the Company’s Certificate of Incorporation and Bylaws (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 and adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (Majesco), Agreement and Plan of Merger (Cover All 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 the Company Common Stock to adopt this Agreement (the “Required Company Stockholder ApprovalVote”) is the only vote of the holders of any class or series of shares of stock of the Company capital stock necessary to approve the Merger and adopt this Agreement and the other transactions contemplated herebyhereby (including the Merger).

Appears in 1 contract

Sources: Merger Agreement (Walden Vc Ii L P)

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 Acquisition.

Appears in 1 contract

Sources: Acquisition Agreement (First Community Bank Corp of America)

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 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 other transactions contemplated hereby (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

Sources: Merger Agreement (Avedro 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 and Company Preferred Stock each voting separately as a class to adopt this Agreement and approve the Merger (the " Required Company Stockholder Approval”Vote") 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 adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Energy Search 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”Approvalˮ) 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 1 contract

Sources: Merger Agreement (Stryker 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 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

Sources: Merger Agreement (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 of the outstanding shares of Company Common Stock in favor of the adoption of this Agreement (the “Requisite Company Stockholder Approval”) is the only vote or consent of the holders of any class or series of shares of capital stock of the Company necessary that is required to approve authorize this Agreement or to consummate the First Merger and the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Mission Produce, 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 and two-thirds of the outstanding shares of the Company Preferred Stock (the “Company Stockholder Approval”all series voting together as a single class 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

Sources: Merger 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 the Company Common Stock to adopt this Agreement (the "Required Company Stockholder Approval”Vote") is the only vote of the holders of any class or series of shares of stock of the Company capital stock necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Ea Engineering Acquisition 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 in voting power of the outstanding shares of Company Common Stock (and Series A Preferred Stock outstanding and entitled to vote on the “Company Stockholder Approval”) adoption of this Agreement, voting together as a class, is the only vote of the holders of any class or series of shares of capital stock of the Company or any Company Subsidiary necessary to approve adopt this Agreement (the Merger and the other transactions contemplated hereby“Company Stockholder Approval”).

Appears in 1 contract

Sources: Merger Agreement (Navisite 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”) to adopt this Agreement and approve the Merger 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 consummate the Merger and the other transactions contemplated herebyMerger.

Appears in 1 contract

Sources: Merger Agreement (Lodgian 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 Bank One Common Stock to adopt this Agreement (the “Company Stockholder ApprovalRequired Bank One Vote”) is the only vote of the holders of any class or series of shares of Bank One capital stock of the Company necessary to approve the Merger and adopt this Agreement and the other transactions contemplated herebyhereby (including the Merger).

Appears in 1 contract

Sources: Merger Agreement (J P Morgan Chase & 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 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

Sources: Merger Agreement (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 a majority of the outstanding shares of Company Common Stock entitled to vote thereon in favor of the adoption of this Agreement (the "Required Company Stockholder Approval”Vote") is the only vote or consent 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 transactions contemplated herebyadopt this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Cigna 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 (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

Sources: Merger Agreement (GLAUKOS Corp)

Vote Required. If approval Upon the conversion of the holders of Company Common Stock is required by applicable LawCompany's Series B Preferred Stock, 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 Stockholder Meeting (the “Company Stockholder Approval”"REQUIRED COMPANY STOCKHOLDER VOTE") 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 and approve this Agreement, the Merger and the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Megabios 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 Covalence Common Stock to adopt this Agreement (the “Company Stockholder ApprovalRequired Covalence Vote”) is are the only vote votes of the holders of any class or series of shares of Covalence capital stock of the Company necessary to approve the Merger and adopt this Agreement and the other transactions contemplated herebyhereby (including the Merger). On the date hereof, Covalence will obtain valid written consents of a sufficient number of holders of Covalence Common Stock in favor of the foregoing matters.

Appears in 1 contract

Sources: Merger Agreement (Venture Packaging 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 Stockholders’ Meeting in favor of the adoption of this Agreement (the “Company Requisite Stockholder Approval”) is the only vote or consent of the holders of any class or series of shares of stock of Equity Interests in 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 1 contract

Sources: Merger Agreement (Costar 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 the Company Common Stock entitled to vote upon adoption of this Agreement at the applicable stockholders' meeting to adopt this Agreement (the "Required Company Stockholder Approval”Vote") is constitutes the only action or vote of the holders of any class or series of shares of stock of the Company capital stock necessary to approve and adopt this Agreement and to consummate the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Hancock John Financial 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 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

Sources: Merger Agreement (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 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

Sources: Merger Agreement (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 “Required 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 this Agreement and the other any transactions contemplated hereby, including the Merger.

Appears in 1 contract

Sources: Merger Agreement (ZAGG 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, 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

Sources: Merger Agreement (Univision Communications Inc)

Vote Required. If approval The affirmative vote (which vote has been obtained by written irrevocable consent, dated as of the date hereof) 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 total number of outstanding shares of the Company Class A Common Stock to adopt this Agreement (the “Required Company Stockholder ApprovalVote”) is the only vote of the holders of any class or series of shares of Company capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Airxcel 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) a majority of the then outstanding shares of Company Preferred Stock voting as a separate class and on an as-converted to Company Common Stock basis and (b) a majority of the then outstanding shares of the capital stock of the Company on an as-converted to Company Common Stock basis (collectively, the “Required Company Stockholder ApprovalVote) ), is the only vote of the holders of any class or series of shares of stock of the Company Capital Stock necessary to adopt and approve this Agreement and approve the Merger and the other transactions contemplated herebyContemplated Transactions.

Appears in 1 contract

Sources: Merger Agreement (Talaris Therapeutics, Inc.)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Lawrequired, the affirmative vote of the holders of not less than outstanding Common Stock, voting together as a single class, 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 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

Sources: Merger Agreement (Protection One 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) a majority of the Company’s outstanding capital stock, voting together as a single class and on an as-converted basis, and (b) a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) is Preferred Stock, voting together as a single class and on an as-converted basis, are the only vote votes of the holders of any class or series of shares of stock of the Company Stock necessary to approve and adopt this Agreement and approve the Transactions by this Agreement, including the Merger and (collectively, the other transactions contemplated hereby“Requisite Stockholder Approval”).

Appears in 1 contract

Sources: Agreement and Plan of Merger (Serve Robotics 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 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

Sources: Merger 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 the holders of not less than outstanding Company Common Stock representing at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon (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

Sources: Merger Agreement (Smart & Final 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 ------------- Company Common Stock and Company Preferred Stock representing a majority of the outstanding shares of Company Common Stock outstanding (the “assuming conversion of all outstanding shares of Company Stockholder Approval”Preferred Stock) 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 the other transactions contemplated herebyadopt this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Littlejohn Fund Ii L P)

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 (i) the adoption and approval of this Agreement, and (ii) the approval of the Merger and the other transactions contemplated by this Agreement (the "Required Company Stockholder Approval”) Vote"), 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 and approve this Agreement, the Merger and the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Interactive 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 "Required Company Stockholder Approval”Votes") adopting this Agreement and approving the consummation of the transactions contemplated hereby is the only vote or action of the holders of any class or series of shares of stock of the Company capital stock necessary to approve consummate the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Therapeutic Antibodies 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 of the outstanding shares of Company Common Stock (outstanding and a majority of the “Company Stockholder Approval”) shares of the Company's Series A Preferred Stock and Series B Preferred Stock outstanding on the record date for the vote to approve the Merger is the only vote of the holders of any class or series of shares of Company 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

Sources: Merger Agreement (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 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

Sources: Merger Agreement (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 a majority at least two-thirds of the aggregate votes of (i) the outstanding shares of Company Common Stock and (ii) the outstanding shares of Company Preferred Stock on an “as converted” basis (the “Required Company Stockholder ApprovalVote”) 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 this Agreement and the other transactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Jack Miller Family Limited Partnership 1)

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 to adopt this Agreement (the “Company Stockholder Approval”"Required ▇▇▇▇▇▇ Vote") is the only vote of the holders of any class or series of shares of ▇▇▇▇▇▇ capital stock of the Company necessary to approve the Merger and adopt this Agreement and the other transactions contemplated herebyhereby (including the Merger).

Appears in 1 contract

Sources: Merger Agreement (Morgan J P & Co 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 the Company Common Stock entitled to vote upon adoption of this Agreement, voting together as a single class (the “Required Company Stockholder ApprovalVote”) is the only vote of the holders of any class or series of shares of Company’s capital stock necessary to consummate the transactions contemplated hereby, and all of the Company necessary to approve Stockholders have voted in favor of the Merger and consummation of such transactions as part of the other transactions contemplated herebyRequired Company Vote.

Appears in 1 contract

Sources: Stock Purchase Agreement (Pace Health Management 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 total number of outstanding shares of the Company Class A Common Stock to adopt and approve this Agreement (the “Required Company Stockholder ApprovalVote”) is the only vote of the holders of any class or series of shares of stock of the Company Stock necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Required Company Vote was obtained by written consent, dated as of a date not later than the date hereof.

Appears in 1 contract

Sources: Merger Agreement (Fastentech 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 and Series A Convertible Preferred Stock (voting together as a single class on an as-converted to Company Common Stock basis), which vote will be obtained and effected upon the “Company Stockholder Approval”) execution, delivery and effectiveness of the Written Consent being delivered by the Specified Holders pursuant to Section 5.5, is the only vote of the holders of any class or series of shares of stock of the Company Capital Stock necessary to adopt and approve this Agreement and approve the Merger and the other transactions contemplated herebyby this Agreement (the “Required Merger Stockholder Vote”).

Appears in 1 contract

Sources: Merger Agreement (Compass Group Diversified Holdings LLC)

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

Sources: Merger Agreement (Phone Com Inc)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, the The affirmative vote (or written consent) of the holders of not less than a majority of the outstanding shares of the Company Capital Stock, voting as a single class on an as-converted to Company Common Stock basis (collectively, the “Required Company Stockholder ApprovalVote) ), is the only vote (or written consent) of the holders of any class or series of shares of stock of the Company Capital Stock necessary to adopt and approve this Agreement and approve the Merger and the other transactions contemplated herebyContemplated Transactions.

Appears in 1 contract

Sources: Merger Agreement (Sunesis 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 outstanding shares of Company Common Stock to adopt this Agreement and approve 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 capital stock necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Procter & Gamble Co)

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

Appears in 1 contract

Sources: Merger Agreement (Siebel Systems Inc)

Vote Required. If approval The affirmative vote 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 simple majority of the outstanding shares of Company Common Stock (outstanding and two- thirds of the “Company Stockholder Approval”) Series A Preferred Stock outstanding 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 and approve this Agreement, the Merger and the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Exchange Applications 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 and the Class B Common Stock entitled to vote upon adoption of this Agreement, voting together as a single class, at the Company Stockholders Meeting (the “Required Company Stockholder ApprovalVote”) is the only vote of the holders of any class or series of shares of Company’s capital stock of the Company necessary to approve consummate the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Wellpoint 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 outstanding and entitled to vote on the adoption of this Agreement shall be required for the stockholders of the Company to adopt this Agreement (the “Company Stockholder Approval”) is the only ). No other vote of the holders of any class or series of shares of capital stock of the Company or any Company Subsidiary is necessary to approve the Merger and the other transactions contemplated herebyadopt this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Prospect Medical 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 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

Sources: Merger Agreement (E-Z-Em, Inc.)

Vote Required. If approval of the holders of Company Common Stock is required by applicable Law, Except for the affirmative vote of the holders of not less than a majority of the outstanding shares of Company Common Stock Shares, voting as a single class in which each Common Share is entitled to one vote (the “Company Requisite Stockholder Approval”) is the only ), no other vote or approval of the holders of any class or series of shares of capital stock or other equity interests of the Company is necessary to approve this Agreement, the Merger and the other transactions contemplated herebyhereunder. The Requisite Stockholder Approval has been obtained.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Medvest 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 than a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”) to adopt this Agreement is the only vote of the holders of any class or series of shares of Company capital stock of the Company necessary to adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Itxc 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 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

Sources: Merger Agreement (Buffets Holdings, Inc.)

Vote Required. If approval The affirmative vote (in person or by proxy) in favor of the adoption of this Agreement 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”) entitled to vote thereon 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 adopt this Agreement and the other transactions contemplated herebyMerger.

Appears in 1 contract

Sources: Merger Agreement (Huntsman CORP)