Vote Requirements. The affirmative vote of the holders of a ----------------- majority of the outstanding Shares at the Company Meeting to approve this Agreement and the Merger is the only vote of the holders of any class or series of the Company's capital stock necessary to approve or adopt this Agreement and the transactions contemplated hereby.
Vote Requirements. The affirmative vote of the holders of a ----------------- majority of the shares of Parent Common Stock and 6% Preferred Stock, represented in person or by proxy and voting together as a single class at the Parent Meeting to approve the issuance of shares of Parent Common Stock pursuant to this Agreement, is the only vote of the holders of any class or series of Parent's capital stock necessary in connection with the Transactions.
Vote Requirements. Subject to the provisions of the Company's Restated Certificate of Incorporation, these Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by the Board of Directors; provided that no amendment or repeal of (a) the last sentence of Article III, Section 3 of these Bylaws, or (b) Article III, Sections 6, 7(b), 7(c), 9 and 10 of these Bylaws, nor the adoption of any provision of these Bylaws which would substantially and adversely affect the rights of the holders of Class B Common Stock, shall be effective except upon the affirmative vote of a majority of the shares of Class B Common Stock outstanding. EXHIBIT 7.11 FORM OF RULE 145 AFFILIATE LETTER ________________, 200_ [Stanford, Inc.] 1000 Louisiana, Suite 5800 Houston, Texas 77002 Ladies and Gentlemex: X xxxx xxxx xxxxxxx xxxx xx xx xhe date of this letter I may be deemed to be an "affiliate" of [Dynegy Inc., an Illinois corporation ("Dynegy"),] [Enron Corp., an Oregon corporation ("Enron"),] as the term "affiliate" is defined for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the terms of the Agreement and Plan of Merger dated as of November 7, 2001 (the "Agreement"), among Dynegy [Inc., an Illinois corporation ("Dynegy")], Stanford, Inc., a Delaware corporation and wholly owned subsidiary of Dynegy to be renamed Dynegy Inc. (the "Company"), Badin, Inc., an Illinois corporation and wholly owned subsidiary the Company ("Badin"), Sorin, Inc., an Oregon corporation and wholly owned subsidiary the Company ("Sorin") and Enron [Corp., an Oregon corporation ("Enron")], Sorin will be merged with and into Enron, with Enron being the surviving entity (the "Enron Merger"), and concurrently therewith Badin will be merged with and into Dynegy, with Dynegy being the surviving entity (the "Dynegy Merger" and, together with the Enron Merger, the "Mergers"). Pursuant to the Mergers, the outstanding common stock, no par value, of Enron ("Enron Common Stock") will be converted into Class A common stock, par value $.01 per share, of the Company ("Company Class A Common Stock"), and the outstanding Class A common stock, no par value, of Dynegy ("Dynegy Class A Common Stock") and outstanding Class B common stock, no par value, of Dynegy ("Dynegy Class B Common Stock") will be converted into Company Class A...
Vote Requirements. Assuming the accuracy of the Company’s representations and warranties set forth in Section 4.3 and compliance by the Company with its covenants in ARTICLE VI, no vote of the holders of any class or series of capital stock of Park is necessary for Park to approve this Agreement and the Merger.
Vote Requirements. Any action of the Commission shall require the affirmative vote of a majority of the Commission Members present and voting. Proxy voting shall not be permitted.
Vote Requirements. A. The following actions shall not be taken by or on behalf of the Corporation without the unanimous vote of the outstanding shares of the Corporation:
Vote Requirements. The concurrence, in a roll call vote, of a majority of the total number of all the Member Directors is necessary for the passage of any ordinance and the incurring of any extra-ordinary debt or financial obligation, that requires the Agency to issue Bonds, borrow money or otherwise incur debt in excess of anticipated revenues. Except as otherwise provided by these By-Laws or the Agreement, all other action of the Agency shall require a majority of those Directors present, provided there is a quorum.
