Common use of Vote Required Clause in Contracts

Vote Required. The affirmative vote of the holders of a majority of the shares of Acquiror's Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any of Acquiror's Common Stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any of Acquiror's Common the Company Capital Stock necessary to approve this Agreement and the transactions contemplated herebyTransactions and is only necessary in the event 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.

Vote Required. The affirmative vote of the holders of a majority of the shares of Acquiror's the Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any of Acquirorthe Company's Common Capital Stock or any other agreement to which the Company or the Stockholders are a party necessary to approve this Agreement, any Other Agreement and the transactions contemplated herebyhereby and thereby.

Vote Required. The affirmative vote of the holders of a majority two-thirds of the shares of Acquiror's outstanding Company Common Stock outstanding on the record date set for the Target Stockholders Meeting Shares is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock of the Company necessary to approve this Agreement and the transactions contemplated herebyby this Merger Agreement.

Vote Required. The affirmative vote of the holders of a majority of the shares of Acquiror's the Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any of Acquiror's Common the Company’s Capital Stock or any other agreement to which the Company or the Primary Stockholder are a party necessary to approve this Agreement, any Other Agreement and the transactions contemplated herebyhereby and thereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Seller Common Stock outstanding on (the record date set for the Target Stockholders Meeting “Requisite Stockholder Approval”) is the only vote of the holders of any securities of Acquiror's Common Stock Seller that is necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on (the record date set for the Target Stockholders Meeting "Required Company Vote") is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary to approve this Agreement and the transactions contemplated hereby, not otherwise previously obtained; provided, however, that no representation is given with respect to the effect of Sections 17-12,100 through 17-12,104 of the KGCC.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary to approve the Merger. The Stockholders, by executing this Agreement Agreement, have irrevocably consented to the Merger and have irrevocably agreed to vote in favor of the transactions contemplated herebyMerger. Such action by the Stockholders is sufficient to constitute stockholder approval of the Merger.

Vote Required. The affirmative vote of the holders of at least a majority of the outstanding shares of Acquiror's Company Common Stock and two-thirds of the outstanding shares of the Company Preferred Stock (all series voting together as a single class on the record date set for the Target Stockholders Meeting an as-if converted basis) is the only vote of the holders of any of Acquirorthe Company's Common Stock capital stock necessary to approve this Agreement and the Ancillary Agreements and the transactions contemplated herebyhereby and thereby.

Vote Required. The affirmative vote of the holders of a majority of the shares of Acquiror's outstanding Company Common Stock outstanding on (the record date set for the Target Stockholders Meeting “Required Company Stockholder Approval”) is the only vote vote, if any, of the holders of any class or series of Acquiror's Common Stock capital stock or other Equity Interests of the Company necessary to approve this Agreement and the any transactions contemplated hereby, including the Merger.

Vote Required. The affirmative vote of the holders of a majority 66 2/3% of the outstanding shares of Acquiror's Common Stock outstanding on present in person or by proxy at a meeting of the record date set for the Target Stockholders Meeting Company's stockholders duly convened is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary to approve this Agreement and the transactions contemplated herebyTransactions. No separate vote of any class or series of the Company's capital stock is necessary to approve the Transactions.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Parent's Common Stock capital stock necessary to approve this Agreement and the transactions contemplated herebyissuance of shares of Parent Common Stock by virtue of the Merger.

Vote Required. The affirmative vote of the holders of a majority at least two-thirds of the outstanding shares of Acquiror's Insurdata Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of AcquirorInsurdata's Common Stock capital stock necessary (under applicable law or otherwise) to approve this Agreement the Merger and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority two–thirds of the shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote vote, if any, of the holders of any class or series of Acquiror's Common Stock capital stock or other Equity Interests of the Company necessary to approve the Merger, which stockholder vote shall be received by the Company and delivered to the Parent immediately after the execution and delivery by the Company of a counterpart signature page to this Agreement and the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote of the holders of a majority of the voting power of the outstanding shares of Acquiror's Class A Common Stock outstanding on the record date set for the Target Stockholders Meeting and Class B Common Stock, voting together as a single class, is the only vote (the "Required Vote") of the holders of any class(es) or series of Acquiror's Common Stock necessary to approve this Agreement the issuance of Warrants at the RFE Second Closing or any Subsequent Closing and the transactions contemplated herebyissuance of Warrants pursuant to Section 2.12.2, and the issuance of all Warrant Shares underlying such Warrants.

Vote Required. The affirmative vote of the (x) holders of a majority of the outstanding shares of Acquiror's Company Common Stock and Company Preferred Stock (voting together as a class) and (y) a majority of the outstanding on shares of the record date set for the Target Stockholders Meeting is Company Preferred Stock (voting as a separate class) are the only vote votes of the holders of any of Acquirorthe Company's Common Stock capital stock necessary to approve this Agreement and the Ancillary Agreements and the transactions contemplated herebyhereby and thereby.

Vote Required. The affirmative vote of the holders of a majority more than two-thirds of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting contemplated by Section 8.1(a) (voting as one class, with each share having one vote) is the only vote of the holders of any class or series of Acquiror's Common Stock Company capital stock necessary to approve this Agreement Agreement, including the related Plan of Merger and the other transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority two-thirds of the outstanding shares of Acquiror's Company Common Stock outstanding on (the record date set for the Target "Company Stockholders Meeting Approval") is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary to approve adopt this Agreement and approve the Merger and the consummation of the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of at least a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary (under applicable law or otherwise) to approve this Agreement and the Related Agreements and the transactions contemplated herebyby this Agreement or the Related Agreements (including, without limitation, the Mergers and the Related Transactions).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's the Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock the Company’s capital stock necessary to approve adopt this Agreement and approve the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of ------------- Company Common Stock and Company Preferred Stock representing a majority of the shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting (assuming conversion of all outstanding shares of Company Preferred Stock) is the only vote of the holders of any class or series of Acquiror's Common Stock Company capital stock necessary to approve and adopt this Agreement and the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on (the record date set for the Target Stockholders Meeting “Required Vote”) is the only vote of the holders of any class or series of Acquiror's Common the Company Capital Stock necessary to adopt and approve this Agreement Agreement, the Merger, and the other transactions contemplated herebyby this Agreement.

Vote Required. The affirmative vote of the holders of at least a majority of the outstanding shares of Acquiror's Company Common Stock and 60% of the outstanding shares of the Company Preferred Stock all series voting together on the record date set for the Target Stockholders Meeting an as-if converted basis is the only vote of the holders of any of Acquirorthe Company's Common Stock capital stock necessary to approve this Agreement and the Ancillary Agreements and the transactions contemplated herebyhereby and thereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock or other Equity Interests of the Company or any Company Subsidiary necessary to approve this Agreement Agreement, the Merger and the transactions contemplated herebyhereby (the “Company Stockholder Approval”).

Vote Required. The affirmative vote of the holders of (i) a majority of the outstanding shares of Acquiror's Company Common Stock voting as a separate class; and (ii) at least 66 2/3% of the outstanding on shares of Company Preferred Stock voting together as a single class (collectively, the record date set for the Target Stockholders Meeting "Required Vote") is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock or other securities necessary to approve adopt this Agreement and to approve the Merger and the other transactions contemplated herebyby this Agreement.

Vote Required. The affirmative vote of the holders of a majority of the votes that holders of the outstanding shares of Acquiror's the Company Common Stock outstanding on the record date set for the Target Stockholders Meeting are entitled to cast is the only vote of the holders of any class or series of Acquiror's Common Stock the Company capital stock or Voting Debt necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of both (a) a majority of the outstanding shares of Acquiror's Company Common Stock entitled to vote thereon and (b) a majority of the outstanding on shares of Company Common Stock held by the record date set for the Target Stockholders Meeting is Independent Shareholders are the only vote votes of the holders of any class or series of Acquiror's Common Stock the Company’s capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of outstanding Common Stock, voting together as a majority single class, representing at least two-thirds of all the shares votes entitled to be cast thereupon by holders of Acquiror's Common Stock outstanding on (the record date set for the Target Stockholders Meeting “Requisite Stockholder Approval”) is the only vote of the holders of any securities of Acquiror's Common Stock the Company that is necessary to approve and adopt this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's the Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock or other voting securities necessary to approve this Agreement Agreement, the Merger and the transactions contemplated hereby.. ARTICLE IV

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting Stock, voting together as a class, is the only vote of the holders of any class or series of Acquiror's Common Stock the Company’s capital stock necessary (under applicable Law or otherwise) to approve adopt this Agreement and the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote of the holders of a majority two-thirds (2/3) of the outstanding shares of Acquirorthe Company's Common Stock outstanding on the record date set for the Target Stockholders Meeting common stock and preferred stock voting together as a single class is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock or other securities necessary to approve adopt this Agreement and to approve the Merger and other transactions contemplated herebyby this Agreement.

Vote Required. The affirmative vote of the holders of (i) a majority of the outstanding shares of Acquiror's Company Preferred Stock, voting separately as a class; and (ii) a majority of the outstanding shares of Company Common Stock outstanding on Stock, voting separately as a class (the record date set for the Target Stockholders Meeting "Required Vote") is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary to adopt and approve this Agreement and the transactions contemplated herebyMerger.

Vote Required. The affirmative vote of the holders of a majority more than 66-2/3 % of the outstanding shares of Acquiror's Company Common Stock outstanding on to approve this Agreement (the record date set for the Target Stockholders Meeting "REQUIRED COMPANY VOTE") is the only vote of the holders of any class or series of Acquiror's Common Stock Company capital stock necessary to approve this Agreement and consummate the transactions contemplated herebyhereby and by the Option Agreement.

Vote Required. The affirmative vote of (i) the holders of a majority of the outstanding shares of Acquiror's Company Common Stock and (ii) the holders of a majority of the outstanding on shares of Company Common Stock not held by the record date set for the Target Stockholders Meeting is Majority Shareholders ("Minority Shareholders"), are the only vote votes of the holders of any class or series of Acquiror's Common Stock capital stock of the Company necessary to approve this Agreement and the transactions contemplated herebyMerger.

Vote Required. The affirmative vote of the holders of outstanding Common Shares, voting together as a single class, representing at least a majority of all the shares votes entitled to be cast thereon by holders of Acquiror's Common Stock outstanding on the record date set for the Target Stockholders Meeting Shares, is the only vote of the holders of any class or series of Acquiror's Common Stock necessary the capital stock of Company which is required to approve and adopt this Agreement and the consummation of the Merger or the other transactions contemplated herebyhereby (the “Company Requisite Vote”).

Vote Required. The affirmative vote of the holders of a majority of the shares votes cast by holders of Acquiror's Enterprises Common Stock outstanding on the record date set for the Target Stockholders Meeting entitled to vote thereon is the only vote of the holders of any class or series of Acquiror's Common Stock securities of either Enterprises or any of Enterprises' Subsidiaries (including, without limitation, TPIR, TPIE, TPII or any of the TPIR Subsidiaries) necessary to approve this Agreement and the transactions contemplated herebyby this Agreement (assuming for purposes of this representation the accuracy of the representations contained in Section 6.6 (without giving effect to the knowledge qualification thereof)).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary (under applicable law or otherwise) to approve the Merger, this Agreement and the transactions contemplated hereby.. (n)

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary to adopt and approve this Agreement Agreement, the Merger and the other transactions contemplated herebyby this Agreement.

Vote Required. The affirmative vote of the holders of a majority of the shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Company Capital Stock necessary to approve adopt this Agreement and approve the other transactions contemplated herebyby this Agreement (the “Required Merger Stockholder Vote”).

Vote Required. The affirmative vote of (i) the holders of a majority of the outstanding shares of Acquiror's Company Common Stock Stock, and (ii) the holders of a majority of the outstanding on the record date set for the Target Stockholders Meeting is shares of each series of Company Preferred Stock, are the only vote votes of the holders of any class or series of Acquiror's Common Stock capital stock of the Company necessary to approve this Agreement and the transactions contemplated herebyMerger.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's CASH Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock CASH capital stock necessary to approve this Agreement Agreement, the Merger and the other transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Capital Stock necessary to approve this Agreement Agreement, the Merger and the other transactions contemplated herebyby this Agreement.

Vote Required. The affirmative vote of the holders of (a) a majority of the then outstanding shares of Acquiror's 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 record date set for the Target Stockholders Meeting “Required Company Stockholder Vote”), is the only vote of the holders of any class or series of Acquiror's Common Company Capital Stock necessary to adopt and approve this Agreement and approve the transactions contemplated herebyContemplated Transactions.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's the Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock the capital stock of the Company necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on entitled to vote (the record date set for the Target Stockholders Meeting "Required Company Vote") is the only vote or approval of the holders of any class or series of Acquiror's Common Stock Company capital stock necessary to adopt this Agreement and approve the transactions contemplated hereby (assuming that Parent is not an "interested stockholder" of the Company under Section 203 of the DGCL immediately before the execution and delivery of this Agreement and the transactions contemplated herebyStockholder Agreement).

Vote Required. The affirmative vote of the holders of a majority of the shares votes cast by holders of Acquiror's Enterprises Common Stock outstanding on the record date set for the Target Stockholders Meeting entitled to vote thereon is the only vote of the holders of any class or series of Acquiror's Common Stock securities of either Enterprises or any of Enterprises' Subsidiaries (including, without limitation, TPIR, TPIE, TPII or any of the TPIR Subsidiaries) necessary to approve this Agreement and the transactions contemplated herebyby this Agreement (assuming for purposes of this representation the accuracy of the representations contained in SECTION 6.6 (without giving effect to the knowledge qualification thereof)).

Vote Required. The affirmative vote of the holders of Stockholders having a majority of the votes entitled to be cast by the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of at least a majority of the aggregate outstanding shares of Acquiror's Company Common Stock outstanding on (the record date set for the Target Stockholders Meeting “Required Stockholder Vote”) is the only vote of the holders of any class or series of Acquiror's Company Common Stock or other Equity Interests of the Company or any Company Subsidiary necessary to approve adopt this Agreement and consummate the transactions contemplated hereby.

Vote Required. The affirmative vote by holders of at least two- thirds (2/3) of the holders of a majority of the outstanding shares of Acquiror's Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock Company capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Seller Common Stock outstanding on (the record date set for the Target Stockholders Meeting "Requisite Stockholder Approval") is the only vote of the holders of any securities of Acquiror's Common Stock the Seller that is necessary to approve this Agreement and the transactions contemplated herebyTransactions.

Vote Required. The affirmative vote of the holders of entitled to cast a majority of the votes represented by the outstanding shares of Acquiror's Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock necessary capital stock required to approve the Merger and adopt this Agreement under the DGCL, the Company's Certificate of Incorporation and the transactions contemplated herebyCompany's By-laws.

Vote Required. The affirmative vote of two-thirds (2/3) of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting entitled to vote is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary to approve this Agreement consummate the Merger and the Spin-Off, including amending the Company's Certificate of Incorporation in order to (i) change the name of the Company to a name to be selected by DDI and (ii) increase the authorized shares of the Company as requested by DDI in connection with the transactions contemplated herebyhereby (the "Amendment").

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Class A Common Stock outstanding on (the record date set for the Target Stockholders Meeting "REQUIRED COMPANY VOTE") is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock of the Company necessary to approve and adopt this Agreement Agreement, the Merger and the transactions contemplated herebyhereby and such vote may be validly taken pursuant to a written consent in lieu of a shareholders meeting executed by the holders of a majority of the outstanding Class A Common Stock (a "WRITTEN CONSENT OF SHAREHOLDERS").

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock of the Company, any Subsidiary or the Company Operating Partnership necessary under applicable Law and the Articles, Bylaws or any organizational document of any Subsidiary or the Company Operating Partnership to approve adopt this Agreement and consummate the transactions contemplated herebyMerger and the other Transactions.

Vote Required. The affirmative vote of the holders of a majority of the shares of Acquiror's Common Stock outstanding on votes cast at the record date set for the Target Stockholders Stockholders’ Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock or other Equity Interests of the Company necessary to approve this Agreement and the transactions contemplated herebyissuance of the Purchased Securities.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock necessary capital stock required to approve the Merger and adopt this Agreement under the DGCL, the Company's Amended and Restated Certificate of Incorporation and the transactions contemplated herebyCompany's Amended and Restated By- Laws.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on (the record date set for the Target Stockholders Meeting “Required Company Vote”) is the only vote of the holders of any class or series of Acquiror's Common Stock the Company capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary (under applicable law or otherwise) to approve adopt this Agreement and the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote of the holders of a majority in voting power of the shares of Acquiror's Company Common Stock and Series A Preferred Stock outstanding and entitled to vote on the record date set for the Target Stockholders Meeting adoption of this Agreement, voting together as a class, is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock of the Company or any Company Subsidiary necessary to approve adopt this Agreement and (the transactions contemplated hereby“Company Stockholder Approval”).

Vote Required. The affirmative vote of the holders of at least a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock that is necessary to approve this Agreement and the transactions contemplated herebyMerger.

Vote Required. The affirmative vote of the holders of outstanding Company Common Stock representing at least a majority of all the shares votes entitled to be cast thereupon by holders of Acquiror's Company Common Stock outstanding on (the record date set for the Target Stockholders Meeting "Requisite Stockholder Approval") is the only vote or consent of holders of securities of the holders of any of Acquiror's Common Stock Company that is necessary to approve and adopt this Agreement and the transactions contemplated herebyhereby (including the Merger).

Vote Required. The affirmative vote of by the holders of a ------------- majority of the shares of Acquiror's Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any of Acquirorthe Company's Common Stock necessary to approve this Agreement and the transactions contemplated hereby. No more than two percent (2%) of the issued and outstanding Common Stock are eligible to be Dissenting Shares.

Vote Required. The affirmative vote of the holders of at ------------- least a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary to approve the Merger or adopt this Agreement (the "Company Stockholder Approval") and no other vote of any class or series of the transactions contemplated herebyCompany's capital stock is necessary to adopt or approve this Agreement or approve any of the Transactions.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on (the record date set for the Target Stockholders Meeting "Required Company Vote") is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock or other Equity Securities of the Company necessary to approve adopt this Agreement and the transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

Vote Required. The affirmative vote of the holders of a majority at least 66 2/3% of the aggregate outstanding shares of Acquiror's Common Company Preferred Stock and holders of at least 50% of the aggregate outstanding on shares of Company Capital Stock, voting together as a class (the record date set for the Target Stockholders Meeting “Required Stockholder Vote”) is the only vote of the holders of any class or series of Acquiror's Common Company Capital Stock or other Equity Interests of the Company necessary to approve adopt this Agreement and consummate the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Company Capital Stock or Pitney ▇▇▇▇▇ Capital Stock necessary to approve this Agreement the Transactions contemplated hereby and approve and adopt the transactions contemplated herebyRestated Certificate, the Amended Bylaws or the Certificate of Designation.

Vote Required. The affirmative vote of the holders of a majority of the shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock or other Equity Interests of the Company necessary to approve the Merger, which stockholder vote shall be received by the Company and delivered to the Parent immediately following the execution and delivery by the Company of a counterpart signature page to this Agreement and the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on (the record date set for the Target Stockholders Meeting "Required Company Votes") is the only vote of the holders of any class or series of Acquiror's Common Stock the Company capital stock necessary to approve this Agreement and the transactions contemplated herebyhereby and is only necessary in the event that the number of shares of the Company Common Stock tendered pursuant to the Offer represents less than 90% of the issued and outstanding shares of the Company Common Stock.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Beta Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock Purchaser Securities or other voting securities necessary to approve this Agreement Agreement, the Merger and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock necessary the Company’s capital stock required to approve the Merger and adopt this Agreement under the DGCL, the Company’s Amended and Restated Certificate of Incorporation and the transactions contemplated herebyCompany’s Amended and Restated By Laws.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on (the record date set for the Target "Company Stockholders Meeting Approval") is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary to approve this Agreement the Merger and the consummation of the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the shares of Acquiror's Common Stock outstanding on Shares (the record date set for the Target Stockholders Meeting "REQUIRED COMPANY VOTES") is the only vote of the holders of any class or series of Acquiror's Common Stock the Company capital stock necessary to approve this Agreement and the transactions contemplated herebyhereby and is only necessary in the event that the number of Shares purchased pursuant to the Offer represents less than 90% of the issued and outstanding Shares.

Vote Required. The affirmative vote (the “Pivot Stockholder Approval”) of the holders of a majority of the shares of Acquiror's Pivot Common Stock having voting power representing a majority of the outstanding on the record date set for the Target Stockholders Meeting Common Stock is the only vote of the holders of any class or series of Acquiror's Common Stock Pivot’s capital stock necessary to approve this Agreement the Merger and the transactions contemplated herebyissuance of Pivot Common Stock in the Merger (the “Required Pivot Stockholder Vote”).

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock the Company’s capital stock necessary to approve and adopt this Agreement and approve the transactions contemplated herebyMerger.

Vote Required. The affirmative vote (or written consent) of the holders of a majority at least 50.1% of the outstanding shares of Acquiror's Common Company Capital Stock outstanding on (the record date set for the Target Stockholders Meeting “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of Acquiror's Common Company Capital Stock necessary to adopt and approve this Agreement and approve the transactions contemplated herebyContemplated Transactions.

Vote Required. The affirmative vote of (i) the holders of a majority of the shares of Acquiror's outstanding Company Common Stock outstanding Shares (the “Company Shareholder Approval”) voting together as a single class on the record date set for the Target Stockholders Meeting an as converted basis at a shareholder meeting or in accordance with a written consent is the only vote of the holders of any of Acquiror's Common Stock Company’s capital stock necessary to approve this Agreement and the transactions contemplated herebyconsummation of the Merger.

Vote Required. The affirmative vote of the holders of the Ordinary Shares representing a majority of the shares total votes cast at a meeting of Acquiror's Common Stock the holders of the outstanding on Ordinary Shares (the record date set for the Target Stockholders Meeting "Required Buyer Vote"), is the only vote of the holders of any class or series of Acquiror's Common Stock Buyer capital stock necessary to approve this Agreement and the transactions contemplated herebyby this Agreement.

Vote Required. The affirmative vote of the holders of a majority in voting power of the shares Company Common Shares present in person or represented by proxy at a meeting of Acquiror's Common Stock outstanding on the record date set for Company stockholders at which quorum is present in accordance with the Target Stockholders Meeting bylaws of the Company (the “Company Stockholder Approval”), is the only vote or consent of the holders of any class or series of Acquiror's Common the Company’s Capital Stock necessary to approve this Agreement and in connection with the transactions contemplated herebyby this Agreement, including the Merger.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock necessary capital stock required to approve the Merger and adopt this Agreement under the DGCL, the Company's Amended and Restated Certificate of Incorporation and the transactions contemplated herebyCompany's Amended and Restated ByLaws.

Vote Required. The affirmative vote of the holders of a majority of the shares of Acquiror's outstanding Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock of the Company or any Company Subsidiary, necessary to approve this Agreement and the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote of the holders of at least a majority of the outstanding shares of Acquiror's Capital Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of AcquirorCapital's Common Stock capital stock necessary (under applicable law or otherwise) to approve this Agreement and the transactions contemplated herebyTransactions.

Vote Required. The affirmative vote of the holders of a majority of the shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Company Shareholders' Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary to approve this Agreement and otherwise approve and consummate the transactions contemplated herebyMerger as set forth herein.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock or other Equity Interests of the Company necessary to approve this Agreement Agreement, the Merger and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock or other Equity Interests of the Company necessary to approve this Agreement Agreement, the Merger and the transactions contemplated herebyhereby (the "Company Shareholder Approval").

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock, voting as a single class in which each share of Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is entitled to one vote, is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock or other equity interests of the Company necessary to approve this Agreement the Merger and the transactions contemplated herebyhereunder other than any vote required under Section 5.4 for purposes of section 280G of the Code.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on (the record date set for the Target Stockholders Meeting “Required Stockholder Vote”), is the only vote of the holders of any class or series of Acquiror's Common Stock the Company securities necessary to approve this Agreement Agreement, Merger I and the transactions contemplated hereby. The Required Stockholder Vote has been obtained.

Vote Required. The affirmative vote of the holders of a majority at least two-thirds (2/3) of the shares of Acquiror's outstanding Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Company Stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock or other Equity Interests of the Company or any Company Subsidiary necessary to approve this Agreement Agreement, the Merger and the transactions contemplated hereby.hereby (the “Company Stockholder Approval”). Table of Contents

Vote Required. The affirmative vote of the holders of a majority of the voting power attributable to the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock of the Company necessary to approve this Agreement and the transactions contemplated herebyby this Agreement.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary to approve this Agreement and consummate the transactions contemplated herebyMerger.

Vote Required. The affirmative vote of the holders of a majority sixty six and two thirds percent (66 2/3%) of the outstanding shares of Acquiror's Series A Common Stock outstanding on (the record date set for the Target Stockholders Meeting “Required Company Stockholder Vote”) is the only vote of the holders of any class or series of Acquiror's Common Stock the Company’s capital stock necessary to approve adopt this Agreement and the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote of the holders of a majority in voting power of the outstanding shares of Acquiror's Common Stock outstanding on at the record date set for the Target Stockholders Stockholders' Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock or other Equity Interests of the Company necessary to approve this Agreement and the transactions contemplated herebyAmendment.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on adopting this Agreement (the record date set for the Target Stockholders Meeting "Required Company Votes") is the only vote of the holders of any class or series of Acquiror's Common Stock the Company capital stock necessary to approve this Agreement and the transactions contemplated herebyhereby and is only necessary in the event that the number of shares of Company Common Stock tendered pursuant to the Offer represents less than 90% of the issued and outstanding shares of Company Common Stock.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock or other equity interests of the Company necessary to approve this Agreement and the transactions contemplated herebyMerger.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's LOCATEPLUS Common Stock outstanding on (the record date set for the Target Stockholders Meeting "Requisite LOCATEPLUS Stockholder Vote") is the only vote of the holders of any classes or series of Acquiror's Common Stock LOCATEPLUS capital stock necessary to approve this Agreement Agreement, the Merger and the other transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Corporation Common Stock, treating as outstanding the shares of Corporation Common Stock outstanding on issuable upon conversion of the record date set for the Target Stockholders Meeting Convertible Preferred Stock, is the only vote of the holders of any class or series of Acquiror's Common Stock capital stock of the Corporation necessary to approve this Agreement and the transactions contemplated herebyMerger.

Vote Required. The affirmative vote of the holders of at least a majority of the outstanding shares of Acquiror's Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary (under applicable law or otherwise) to approve this Agreement and the transactions contemplated herebyTransactions.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Company Common Stock outstanding on (the record date set for the Target Stockholders Meeting "Required Company Votes") is the only vote of the holders of any class or series of Acquiror's Common Stock the Company capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of a majority of the outstanding shares of Acquiror's Common Stock outstanding on the record date set for the Target Stockholders Meeting is the only vote of the holders of any class or series of Acquirorthe Company's Common Stock capital stock necessary (under applicable Law or otherwise) to approve adopt this Agreement and to consummate the Merger and the other transactions contemplated hereby.