Common use of Votes Required Clause in Contracts

Votes Required. (a) The only votes of the holders of any class of shares of Parent that are required to approve (i) the Merger and other transactions contemplated thereby are the affirmative vote of a majority of such ordinary shareholders of Parent as (being entitled to do so) are present in person and vote (or, in the case of a vote taken on a poll, the affirmative vote by shareholders representing a majority of the Parent Ordinary Shares in respect of which votes were validly exercised) (the "Parent Merger Shareholders' Approval") at a general meeting of Parent Shareholders in relation to the Merger and other transactions contemplated hereby (the "Parent Merger Meeting") and (ii) the Scheme and other transactions contemplated thereby are, (x) at the meeting of Parent shareholders convened by an order of the Court (the "Parent Court Meeting"), the affirmative vote of a majority in number representing 75 percent of the value of Parent Ordinary Shares present and voting (either in person or by proxy) and (y) with respect to approval of the Scheme resolutions at an extraordinary general meeting of Parent shareholders (the "Parent Scheme Meeting"), the affirmative vote of 75 percent of ordinary shareholders of Parent as (being entitled to do so) are present in person and vote (or, on the case of a vote taken on a poll, the affirmative vote by shareholders representing 75 percent of the Parent Ordinary Shares in respect of which votes were validly exercised) (together, the "Parent Scheme Shareholders' Approval" and with the Parent Merger Shareholders' Approval, the "Parent Shareholders' Approvals"). (b) Newco and Merger Sub have received all necessary approvals, if any, from their respective shareholders required to consummate the transactions contemplated hereby.