Common use of Vote Required Clause in Contracts

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock entitled to vote on the approval and adoption of this Agreement and the Merger (the "Parent Required Vote") is the only vote or approval of the holders of any class or series of capital stock of the Parent necessary to adopt this Agreement and to approve the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock entitled to vote on the approval thereon and adoption of this Agreement and the Merger present in person, virtually or by proxy at a meeting in which a quorum is present (the "“Parent Required Vote"”) is the only vote or approval of the holders of any class or series of Parent’s capital stock necessary to obtain approval of the Parent necessary to adopt Merger and this Agreement and to approve the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote in favor of the holders of shares representing Parent Share Issuance by a majority of the shares of Parent Common Stock entitled to vote on Ordinary Shares participating in person or by proxy at the approval and adoption of this Agreement and the Merger Parent Stockholders Meeting (the "“Parent Required Requisite Vote"”) is the only vote or approval of the holders of any class or series of the capital stock of the Parent necessary to adopt this Agreement and required to approve the transactions contemplated herebysuch issuance.

Vote Required. The affirmative vote of the holders of shares representing a majority of the outstanding shares of Parent Common Stock entitled to vote on present at the approval and adoption of this Agreement and the Merger (the "Parent Required Vote") Stockholders' Meeting at which a quorum is present is the only vote or approval of the holders of any class or series of Parent's capital stock of the Parent necessary to adopt this Agreement and to approve the transactions contemplated herebyShare Issuance.

Vote Required. The approval of the Parent Share Issuance by the affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock entitled to vote on Shares represented in person or by proxy at the approval and adoption of this Agreement and the Merger Parent Shareholders’ Meeting at which a quorum is present (the "“Required Parent Required Shareholder Vote"”) is the only vote or approval of Parent’s shareholders required in connection with the consummation of the holders of any class or series of capital stock of Merger and the Parent necessary to adopt this Agreement and to approve the transactions contemplated herebyother Contemplated Transactions.

Vote Required. The affirmative vote of the holders of shares representing a majority of votes cast at a meeting at which a majority of the outstanding shares of Parent Common Stock entitled to vote on the approval are present and adoption of this Agreement and the Merger (the "Parent Required Vote") voting is the only vote or approval of the holders of any class or series of Parent capital stock or other voting securities necessary to approve this Agreement, the Merger (including the issuance of the Parent necessary to adopt this Agreement Common Stock) and to approve the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of shares representing a majority of the votes of a majority of the outstanding shares of Parent Common Stock entitled to vote on present at the approval and adoption of this Agreement and the Merger (the "Parent Required Vote") Stockholders' Meeting at which a quorum is present is the only vote or approval of the holders of any class or series of Parent's capital stock of the Parent necessary to adopt this Agreement and to approve the transactions contemplated herebyShare Issuance.

Vote Required. The affirmative vote of the holders of shares representing a majority of the outstanding shares of Parent Common Stock entitled to vote on thereon at the approval and adoption of this Agreement and Parent Stockholders Meeting voting to approve the Merger Parent Stock Issuance (the "“Required Parent Required Vote"”) is the only vote or approval of the holders of any class or series of Parent’s capital stock of the Parent necessary to adopt this Agreement and to approve the transactions contemplated herebyby this Agreement.

Vote Required. The affirmative vote of the holders of shares representing a majority of votes cast at a meeting at which a majority of the outstanding shares of Parent Common Stock entitled to vote on the approval and adoption of this Agreement and the Merger (the "Parent Required Vote") are present is the only vote or approval of the holders of any class or series of capital stock of the Parent necessary to adopt this Agreement authorize the Stock Issuance under the rules and to approve regulations of Nasdaq (such proposal, the transactions “Parent Proposal”, and the approval contemplated herebythereby, the “Parent Stockholder Approval”).

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock entitled to vote on having voting power present in person or represented by proxy at the approval and adoption of this Agreement and the Merger (the "Parent Required Vote") Stockholders’ Meeting is the only vote or approval of the holders of any class or series of Parent capital stock of the Parent necessary to adopt this Agreement and to approve the issuance of Parent Common Stock in connection with the Merger, the Merger and the other transactions contemplated herebyhereby (the “Required Parent Stockholder Approval”).

Vote Required. The affirmative vote votes of the holders of shares representing a necessary majority of the shares votes cast by holders of Parent Common Stock entitled to vote on at the approval and adoption of this Agreement and the Merger Parent Shareholders' Meeting (the "Parent Required Vote"as defined in Section 6.03(a)) is the only vote or approval of the holders of any class or series of the capital stock of the Parent necessary to adopt this Agreement and required to approve the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock entitled to vote on and Parent Class B Common Stock, voting together as a single class, that cast votes regarding the approval and adoption of this Agreement and Share Issuance in person or by proxy at the Merger (the "Parent Required Vote") Stockholders' Meeting is the only vote or approval of the holders of any class or series of Parent's capital stock of the Parent necessary to adopt approve this Agreement and to approve the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of shares representing a majority of the voting power of the shares of Parent Common Stock present in person or represented by proxy and entitled to vote on at the approval and adoption of this Agreement and the Merger (the "Parent Required Vote") Stockholders Meeting is the only vote or approval of the holders of any class or series of Parent’s capital stock of the Parent necessary to adopt this Agreement and to approve the transactions contemplated herebyParent Share Issuance (the “Required Parent Stockholder Vote”) and consummate the other Contemplated Transactions.

Vote Required. The affirmative vote of the holders of shares representing at least a majority of the votes cast by the holders of record of shares of Parent Common Stock entitled represented in person or by proxy at a meeting in which a quorum of stockholders is present with respect to vote on the approval and adoption of this Agreement the issuance of Parent Common Stock in connection with the Merger and the Merger (increase in the "size of the Board of Directors of Parent Required Vote") in connection with Section 6.11 is the only vote or approval of the holders of any class or series of the capital stock of the Parent necessary to adopt this Agreement and that may be required to approve the transactions contemplated herebysuch issuance.

Vote Required. The affirmative vote of the holders of shares representing a majority of the outstanding shares of capital stock of Parent Common to adopt the Agreement, the Parent Preferred Stock entitled to vote on Conversion, the approval and adoption of this Agreement Reverse Stock Split, the Increased Authorization and the Merger Name Change at the duly convened Parent Stockholders' Meeting (the "Parent Required Vote") is the only vote or approval of the holders of any class or series of Parent's capital stock of the Parent necessary to adopt this Agreement and to approve consummate the transactions contemplated herebyby this Agreement.

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock outstanding on the record date for the Parent Stockholders' Meeting entitled to vote on and present either in person or proxy at the approval and adoption of this Agreement and the Merger Parent Stockholders' Meeting (the "Required Parent Required Stockholder Vote") is the only vote or approval of the holders of any class or series of the Company's capital stock of the Parent necessary to adopt this Agreement and to approve the transactions contemplated herebyissuance of Parent Common Stock in the Merger.

Vote Required. The affirmative vote votes of the holders of shares representing a necessary majority of the shares votes cast by holders of Parent Common Stock entitled to vote on at the approval and adoption of this Agreement and the Merger Parent Stockholders' Meeting (the "Parent Required Vote"as defined in Section 6.03(a)) is the only vote or approval of the holders of any class or series of the capital stock of the Parent necessary to adopt this Agreement and required to approve the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of shares representing a majority of the outstanding shares a majority of votes cast (excluding abstentions and broker non-votes) by the holders of Parent Common Stock entitled to vote on at the approval and adoption of this Agreement and the Merger (the "Parent Required Vote") Stockholders’ Meeting at which a quorum is duly present is the only vote or approval of the holders of any class or series of Parent’s capital stock of the Parent necessary to adopt this Agreement and to approve the transactions contemplated herebyParent Common Stock Issuance and the other Transactions (the “Required Parent Stockholder Vote”).

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock entitled to vote on the approval and adoption of this Agreement and the Merger (the "Requisite Parent Required Vote") present in person or by proxy at the Parent Stockholders' Meeting at which a quorum is present is the only vote or approval of the holders of any class or series of Parent's capital stock necessary to aprove the issuance of the Parent necessary Merger Shares and to adopt and approve this Agreement Agreement, the Merger and to approve the transactions contemplated herebythereby, including but not limited to the Certificate of Amendment.

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock entitled to vote on the approval and adoption of this Agreement and the Merger (the "Parent Required Vote") represented at a meeting where a quorum is present is the only vote or approval of the holders of any class or series of Parent's capital stock of the Parent necessary to adopt this Agreement and to approve the transactions issuance by Parent of the shares of Parent Common Stock to Times Mirror pursuant to this Agreement if shareholder approval of such issuance of the shares of Parent Common Stock and Series E Preferred Stock pursuant to the Merger as contemplated herebyby this Agreement should be required by NASDAQ rules or regulations.

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock entitled to vote on Shares voting at the approval and adoption of this Agreement and the Merger Parent stockholders meeting (the "Parent Required Vote"so long as a quorum is present at such stockholders meeting) is the only vote or approval of the holders of any class or series of capital stock of the Parent necessary to adopt approve this Agreement and the issuance of Parent Shares pursuant to approve the transactions contemplated herebyMerger.

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock represented at a meeting of the stockholders of Parent called for such purpose and entitled to vote on the approval and adoption thereon (provided that at least a majority of this Agreement and the Merger (the "Parent Required Vote"such shares are represented in person or by proxy at such meeting) is the only vote or approval of the holders of any class or series of capital stock or other Equity Interests of the Parent necessary to adopt this Agreement and to approve the transactions contemplated herebyShare Issuance (the "Parent Stockholder Approval").

Vote Required. The affirmative vote of the holders of shares representing a majority of the votes entitled to be cast by holders of shares of Parent Conexant Common Stock present or represented by proxy and entitled to vote on at the approval and adoption of this Agreement and the Merger Conexant Stockholders Meeting, a quorum being present (the "Parent Required Conexant Vote") ), is the only vote or approval of the holders of any class or series of Conexant capital stock of the Parent necessary to adopt approve the issuance of Conexant Common Stock in the Merger pursuant to this Agreement and to approve the other transactions contemplated hereby.

Vote Required. (a) The affirmative vote of the holders of shares representing a majority of the outstanding shares of Parent Common Stock entitled to vote on the approval and adoption of this Agreement and the Merger (the "Parent Required Vote") is the only vote or approval of the holders of any class or series of Parent’s capital stock of the Parent necessary to adopt this Agreement and to approve the transactions contemplated herebyParent Reverse Stock Split, and (b) the affirmative vote of a majority of the votes cast at the Parent Stockholders’ Meeting at which a quorum is present is the only vote of the holders of any class or series of Parent’s capital stock necessary to approve all other Parent Stockholder Matters (the “Required Parent Stockholder Vote”).

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of ------------- Parent Common Stock entitled to vote on that cast votes regarding the approval and adoption of this Agreement and Share Issuance in person or by proxy at the Merger (the "Parent Required Vote") Stockholders' Meeting is the only vote or approval of the holders of any class or series of Parent's capital stock of the Parent necessary to adopt approve this Agreement and to approve the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of ------------- Parent Common Stock entitled to vote on and Parent Class B Common Stock, voting together as a single class, that cast votes regarding the approval and adoption of this Agreement and Share Issuance in person or by proxy at the Merger (the "Parent Required Vote") Stockholders' Meeting is the only vote or approval of the holders of any class or series of Parent's capital stock of the Parent necessary to adopt approve this Agreement and to approve the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common stock voting at the Parent Stockholders Meeting to approve the Parent Stock entitled to vote on the approval and adoption of this Agreement and the Merger Issuance (the "“Parent Required Vote"”) is the only vote or approval of the holders of any class or series of shares of capital stock of the Parent necessary to adopt approve this Agreement and to approve the transactions contemplated herebyhereby (including the Merger and the Parent Stock Issuance).

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock entitled to vote on the approval and adoption of this Agreement and the Merger (the "Parent Required Vote") represented at a meeting where a quorum is present is the only vote or approval of the holders of any class or series of Parent's capital stock of the Parent necessary to adopt this Agreement and to approve the transactions contemplated hereby.issuance by Parent of the shares of Parent Common Stock to Times Mirror pursuant to this Agreement if shareholder approval of such issuance of the shares of Parent Common Stock and

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock outstanding on the record date for the Parent Stockholders' Meeting entitled to vote on and present either in person or proxy at the approval and adoption of this Agreement and the Merger Parent Stockholders' Meeting (the "Parent Required VoteREQUIRED PARENT STOCKHOLDER VOTE") is the only vote or approval of the holders of any class or series of the Company's capital stock of the Parent necessary to adopt this Agreement and to approve the transactions contemplated herebyissuance of Parent Common Stock in the Merger.

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock Shares entitled to vote on thereon and present in person or by proxy at a meeting in which a majority in voting power of the approval and adoption of this Agreement and the Merger Parent Common Shares are present in person or by proxy (the "“Parent Required Vote"”) is the only vote or approval of the holders of any class or series of Parent’s share capital stock of necessary to obtain the Parent necessary to adopt this Agreement and to approve the transactions contemplated herebyStockholder Approval.

Vote Required. The affirmative vote of the holders of shares representing a majority of the outstanding shares of Parent Common Stock entitled to vote on thereon in favor of the approval and adoption of this Agreement and the Merger (the "Required Parent Required Vote") is the only vote or approval consent of the holders of any class or series of Parent's capital stock of the Parent necessary to adopt this Agreement and to approve the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock entitled to vote on that cast votes regarding the approval and adoption of this Agreement and Share Issuance in person or by proxy at the Merger (the "Parent Required Vote") Stockholders’ Meeting is the only vote or approval of the holders of any class or series of Parent’s capital stock of the Parent necessary to adopt approve this Agreement and to approve the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock Ordinary Shares entitled to vote on the approval thereon and adoption of this Agreement and the Merger present in person, virtually or by proxy at a meeting in which a quorum is present (the "“Parent Required Vote"”) is the only vote or approval of the holders of any class or series of Parent’s capital stock necessary to obtain approval of the Parent necessary to adopt Merger and this Agreement and to approve the transactions contemplated herebyAgreement.

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares ------------- of Parent Common Stock entitled to vote on that cast votes regarding the approval and adoption of this Agreement and Share Issuance in person or by proxy at the Merger (the "Parent Required Vote") Stockholders' Meeting is the only vote or approval of the holders of any class or series of Parent's capital stock of the Parent necessary to adopt approve this Agreement and to approve the transactions contemplated hereby.

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock entitled having voting power representing a majority of the outstanding Common Stock (which includes the Series B Convertible Preferred Stock on an as converted to vote on Common Stock basis) present in person or represented by proxy and voting at the approval and adoption of this Agreement and the Merger (the "Parent Required Vote") is Stockholder Meeting are the only vote or approval votes of the holders of any class or series of Parent’s capital stock of the Parent necessary to adopt this Agreement and to approve the transactions contemplated herebyParent Stockholder Proposals (the “Parent Stockholder Approval”).”

Vote Required. The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock Ordinary Shares entitled to vote on thereon and present in person or by proxy at a meeting in which a majority in voting power of the approval and adoption of this Agreement and the Merger Parent Ordinary Shares (the "“Parent Required Vote"”) is the only vote or approval of the holders of any class or series of Parent’s share capital stock of necessary to obtain the Parent necessary to adopt this Agreement and to approve the transactions contemplated herebyShareholder Approval.