Common use of Voting Requirements Clause in Contracts

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock at the Stockholders' Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (or any adjournment or postponement thereof of the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock to approve and adopt in favor of adopting this Agreement (the “Stockholder Approval”) is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve and or adopt this Agreement or to consummate the Merger and the other transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at of the Company Stockholders Meeting (the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock at the Stockholders Meeting to approve and adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The After the Share Purchase, the affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of a majority of the number holders of two-thirds of the outstanding shares of Company Corporation Common Stock entitled to approve and adopt be cast approving this Agreement is the only vote of the holders of any class or series of the CompanyCorporation's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (or any adjournment or postponement thereof of the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock to approve and adopt in favor of adopting this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and or adopt this Agreement, the Stockholders Agreement and or the consummation of the transactions contemplated hereby, including the Mergerhereby and thereby.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock at the Stockholders’ Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the “Stockholder Approval”) is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Shareholders Meeting (the "Company Stockholder Approval") or any adjournment or postponement thereof of a majority of the number votes cast by all holders of outstanding the shares of Company Common Stock entitled to approve and adopt vote in favor of adopting this Agreement (the “Shareholder Approval”) is the only vote of the holders of any class or series of the Company's ’s capital stock necessary (under applicable Law, the Company Charter, the Company Bylaws or otherwise) to approve and or adopt this Agreement or to consummate the Merger and the other transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (as hereinafter defined) of the holders of a majority in voting power of all outstanding shares of the Company Common Stock to adopt this Agreement (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement ), if required by law, is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the MergerAgreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (of the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement Stock, is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve and adopt this Agreement and (collectively, the transactions contemplated hereby, including the Merger“Company Stockholder Approval”).

Voting Requirements. The affirmative vote at the Company Stockholders Meeting or any adjournment or postponement thereof of the holders of a majority of the outstanding shares of Company Common Stock in favor of adopting this Agreement (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including . No other approval of the Mergerstockholders of the Company is required with respect to this Agreement or the transactions contemplated hereby or by the Voting Agreement.

Voting Requirements. The affirmative vote at of the Company Stockholders Meeting (the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock at the Stockholders Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at of the Company Stockholders Meeting (the "Company Stockholder Approval") holders of a majority of the number of issued and outstanding shares of Company Common Stock Stock, voting as a single class at the Company Shareholders Meeting to approve and adopt this Agreement Agreement, is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at of the Company Stockholders Meeting (the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock at the Company Shareholders’ Meeting or an adjournment or postponement thereof to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock or voting securities of, or other equity interests in, the Company necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the MergerAgreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock at the Shareholders' Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the "Shareholder Approval") is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote of the holders of at least a majority of the votes cast by the holders of Company Stockholders Meeting Common Stock entitled to vote thereon (the "Company Stockholder Shareholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and to approve the transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number outstanding Company Shares at a meeting of outstanding shares the holders of Company Common Stock Shares (the “Company Stockholder Meeting”) or any adjournment or postponement thereof to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Mergerprovided for herein.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock at the Company Shareholders’ Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the “Company Shareholder Approval”) is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock at the meeting of the Company’s shareholders to be held in connection with the Merger (the “Company Shareholder Meeting”) or any adjournment or postponement thereof to approve and adopt the principal terms of this Agreement and the Merger is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock at the Shareholders' Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the "Shareholder Approval") is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (or any adjournment or postponement thereof of the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock to approve and adopt in favor of adopting this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and or adopt this Agreement and Agreement, the Merger or the consummation of the other transactions contemplated hereby. For purposes of the Stockholder Approval, including the Mergereach outstanding share of Company Common Stock is entitled to one vote.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock (the “Company Stockholder Approval”) at the Stockholders Meeting or any adjournment or postponement thereof to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote of the holders of at the Company Stockholders Meeting (the "Company Stockholder Approval") of least a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement held by Company Stockholders is the only vote of the holders of any class or series of the Company's ’s capital stock or other securities of the Company necessary under applicable law or stock exchange (or similar self-regulatory organization) regulations to approve and adopt this Agreement and approve the transactions contemplated hereby, including Transactions and for consummation by the MergerCompany of the Transactions.

Voting Requirements. The affirmative vote of the holders of at the Company Stockholders Meeting (the "Company Stockholder Approval") of least a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement held by Company Stockholders is the only vote of the holders of any class or series of the Company's ’s capital stock or other securities of the Company necessary under applicable Law or stock exchange (or similar self-regulatory organization) regulations to approve and adopt this Agreement and the transactions contemplated hereby, including the MergerAgreement.

Voting Requirements. The affirmative vote at the Company Partners Stockholders Meeting (the "Company Partners Stockholder Approval") of the holders of a majority of the number total votes able to be cast at general meetings of outstanding shares of Company Common Stock Partners to approve and adopt this Agreement is the only vote of the holders of any class or series of the CompanyPartners's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the MergerAmalgamation.

Voting Requirements. The affirmative vote of the holders of two-thirds of the outstanding shares of Company Common Stock at the Company Stockholders Meeting to adopt this Agreement (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt and approve and adopt this Agreement and the Merger and the transactions contemplated hereby, including . The Board of Directors of the MergerCompany has duly and validly approved and taken all corporate action required to be taken by the Company Board of Directors for the consummation of the transactions contemplated by this Agreement.

Voting Requirements. The affirmative vote of the majority of the votes cast at the Company Stockholders Shareholders Meeting (by the "Company Stockholder Approval") of a majority of the number of outstanding shares holders of Company Common Stock Shares voting thereon (the “Company Shareholder Approval”) is necessary to approve and adopt this Agreement, the Statutory Merger Agreement and the Transactions. The Company Shareholder Approval is the only vote of the holders of any class or series securities of the Company's capital stock Company or any of its subsidiaries necessary to approve and adopt this Agreement and the transactions contemplated hereby, including Statutory Merger Agreement and to consummate the MergerTransactions.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of a majority of the number votes that holders of the outstanding shares of Company Common Stock are entitled to approve and vote at the Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at of the Company Stockholders Meeting holders of two thirds (the "Company Stockholder Approval"2/3) of a majority of the number of outstanding shares of Company Common Stock at the Shareholders Meeting to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock Shares at the Stockholders’ Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the “Stockholder Approval”) is the only vote of the holders of any class or series of the Company's capital stock of the Company may be necessary to approve and adopt this Agreement and approve the transactions contemplated herebyTransactions, including the Offer and the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting of the holders of a majority of the voting power of all outstanding shares of Company Common Stock as of the record date for persons and entities entitled to notice of, and to vote at, the Company Stockholders Meeting (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the MergerAgreement.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding Company Common Shares entitled to vote in favor of the adoption of this Agreement at the Company Stockholders Meeting or any adjournment or postponement thereof (the "“Company Stockholder Approval"”) of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and approve and authorize the Merger, the Subsequent Mergers and the other transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting of the holders of a majority of the voting power of all outstanding shares of Company Common Stock as of the record date for persons and entities entitled to notice of, and to vote at, the Company Stockholders Meeting (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any ---------------------------- class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the MergerAgreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (of the "Company Stockholder Approval") holders of a majority of the number of all outstanding shares of Company Common Stock entitled to approve and vote thereon (the “Company Stockholder Approval”) is necessary to adopt this Agreement Agreement. The Company Stockholder Approval is the only vote of the holders of any class or series securities of the Company's capital stock Company or its subsidiaries necessary to approve and adopt this Agreement and consummate the transactions contemplated hereby, including the MergerTransactions.

Voting Requirements. The affirmative vote at of the holders of a majority of outstanding shares of Company Stockholders Meeting Common Stock entitled to be cast on this Agreement and the Merger (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement (the “Company Stockholder Approval”), at the Company Stockholders’ Meeting or any adjournment or postponement thereof, is the only vote of the holders of any class or series 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, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock at the Company Stockholders Meeting called to adopt this Agreement (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (or any adjournment or postponement thereof of the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock to approve and adopt in favor of adopting this Agreement (the “Stockholder Approval”) is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve and or adopt this Agreement and or the transactions contemplated hereby, including consummation of the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of a majority of the number holders of two-thirds of the outstanding shares of Company Common Stock at the Company Stockholders' Meeting (as defined in Section 5.1(a)) to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including hereby under the MergerOGCL and otherwise.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock entitled to approve and vote at the Company Stockholders’ Meeting or any adjournment or postponement thereof to adopt this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock at the Stockholders’ Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the “Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company's capital stock , if any, necessary to approve and adopt this Agreement and the transactions contemplated hereby, including by this Agreement which shall only be required if the MergerMerger is completed in accordance with Section 251 of the DGCL.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Company Stockholders Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock or voting securities of, or other equity interests in, the Company necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the MergerAgreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (or any adjournment or postponement thereof of the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock entitled to approve and adopt vote thereon in favor of adopting this Agreement (the “Stockholder Approval”) is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve and or adopt this Agreement or to consummate the Merger and the other transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at of the Company Stockholders Meeting (the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock to approve in favor of the approval and adopt adoption of this Agreement and the Merger (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at of the Company Stockholders Meeting (the "Company Stockholder Approval") holders of a majority of the number of issued and outstanding shares of Shares, voting as a single class, at the Company Common Stock Shareholders Meeting to approve and adopt this Agreement and approve the Merger (“Company Shareholder Approval”) is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve and and/or adopt this Agreement and the transactions contemplated hereby, including to approve the Merger.

Voting Requirements. The affirmative vote at of the Company Stockholders Meeting (the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement outstanding as of the record date for the Stockholders Meeting is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at of the holders of a majority of the voting power of all outstanding shares of Company Common Stock, as of the record date for the Company Stockholders Meeting Meeting, adopting this Agreement (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and or any of the transactions contemplated hereby, including the MergerTransactions.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "“Company Stockholder Approval"”) of a majority of the number of outstanding shares of Company Common Stock issued and outstanding and entitled to vote at Company Stockholders Meeting to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Shareholder Meeting (or any adjournment or postponement thereof of the "Company Stockholder Approval") holders of a majority of the number voting power of all outstanding shares of Company Common Stock to approve and adopt in favor of approving this Agreement (the "Company Shareholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and or adopt this Agreement. No other approval of the shareholders of the Company is required with respect to this Agreement and or the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at of the holder of a majority of all outstanding shares of the Company Stockholders Meeting Common Stock to adopt this Agreement (the "Company Stockholder Approval") of a majority of the number of outstanding shares of ), which such Company Common Stock to approve and adopt this Agreement Stockholder Approval has been obtained, is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock at the Stockholders’ Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the “Stockholder Approval”) is the only vote of the holders of any class or series of Capital Stock of the Company's capital stock Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of a (i) majority of the voting power of all outstanding shares of Company Common Stock and Company Series A Convertible Preferred Stock, voting together as a single class, and (ii) two-thirds of the number of outstanding shares of Company Common Preferred Stock (with all series voting together as a single class) to approve and adopt this Agreement is are the only vote votes of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock at the Company Stockholders’ Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company's capital stock , if any, necessary to approve and adopt this Agreement and approve the transactions contemplated herebyby this Agreement, including which shall only be required if the MergerMerger is completed in accordance with Section 251 of the DGCL.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number outstanding Company Shares at the meeting of outstanding shares of the Company’s stockholders to be held in connection with the Merger (the “Company Common Stock Stockholder Meeting”) or any adjournment or postponement thereof to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement Agreement, approve the transactions contemplated hereby and otherwise for the Company to consummate the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting of the holders of a majority of the votes represented by the outstanding Company Common Stock (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock at the Shareholders’ Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the “Shareholder Approval”) is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares, voting as a single class, at the Company Stockholders Meeting to adopt this Agreement and approve the Merger (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and and/or adopt this Agreement and the transactions contemplated hereby, including hereby and to approve the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (or any adjournment or postponement thereof of the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock to approve and adopt in favor of adopting this Agreement (the “Stockholder Approval”) is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve and or adopt this Agreement and or the consummation of the transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority in voting power of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement Stock, voting together as a single class (the “Company Stockholder Approval”), at the Company Stockholders’ Meeting or any adjournment or postponement thereof is the only vote of the holders of any class or series 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, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of a majority holders of two-thirds of the number of outstanding shares of Company Common Stock entitled to approve and vote at the Company Stockholder Meeting or any adjournment or postponement thereof to adopt this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement in connection with the consummation of the Merger and the transactions contemplated hereby, including the Mergerother Transactions.

Voting Requirements. The affirmative vote of holders of at least a majority of the outstanding Company Shares at the Company Stockholders Meeting meeting of the Company's stockholders to be held in connection with the Merger (the "Company Stockholder ApprovalMeeting") of a majority of the number of outstanding shares of Company Common Stock or any adjournment or postponement thereof to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting of the holders of a majority in voting power of all outstanding shares of the Company Common Stock to adopt this Agreement (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the MergerAgreement.

Voting Requirements. The affirmative vote at the Company Stockholders Shareholders Meeting (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock (the “Company Shareholder Approval”) issued and outstanding and entitled to vote at the Company Shareholders Meeting to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Shareholders Meeting (the "Company Stockholder Shareholder Approval") of a majority of the number of outstanding shares of Company Common Stock voting at the Company Shareholders Meeting to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding shares of Company Common Stock, voting together as a single class, at the Company Stockholders Meeting called to adopt this Agreement or any adjournment or postponement thereof to adopt this Agreement (the "“Company Stockholder Approval"”) of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the MergerTransactions.

Voting Requirements. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock at the Company Stockholders Meeting called to adopt this Agreement (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement Agreement, the Merger and the transactions contemplated hereby, including the Mergerother Transactions.

Voting Requirements. The affirmative vote at the Company ------------------- Stockholders Meeting (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Voting Common Stock at the Stockholders’ Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the “Stockholder Approval”) is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock at the Stockholders’ Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the “Stockholder Approval”) is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at (in person or by proxy) of the Company Stockholders Meeting (the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement Stock, voting together as a single class (the “Company Stockholder Approval”), at the Company Stockholders’ Meeting or any adjournment or postponement thereof, is the only vote of the holders of any class or series 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, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock entitled to approve and vote thereon at the Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary for the Company to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock at the Company Shareholders’ Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the “Company Shareholder Approval”) is the only vote of the holders of any class or series of the Company's capital stock or voting securities of, or other equity interests in, the Company necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the MergerAgreement.

Voting Requirements. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock at the Company Stockholders Stockholders' Meeting or any adjournment or postponement thereof to adopt this Agreement and approve the Merger (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only action or vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company the Company’s Common Stock entitled to approve and vote thereon at the Shareholders’ Meeting or any adjournment or postponement thereof to adopt this Agreement (the “Stockholder Approval”) is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary for the Company to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder ApprovalCOMPANY STOCKHOLDER APPROVAL") of a majority of the number of outstanding shares of Company Common Stock issued and outstanding and entitled to vote at Company Stockholders Meeting to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Shareholders Meeting (the "Company Stockholder Approval") or any adjournment or postponement thereof of a majority of the number votes cast by all holders of outstanding the shares of Company Common Stock entitled to approve and adopt vote in favor of adopting this Agreement (the “Shareholder Approval”) is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve and or adopt this Agreement or to consummate the Merger and the other transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of a majority of the number of ------------------- outstanding shares of Company Common Stock to approve and adopt this Agreement (the "COMPANY STOCKHOLDER APPROVAL") is the only vote of the holders of any ---------------------------- class or series of the Company's capital stock necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at or written consent of the Company Stockholders Meeting (the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock to approve and adopt in favor of adopting this Agreement (the “Stockholder Approval”) is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve and or adopt this Agreement or to consummate the Merger and the other transactions contemplated hereby, including by this Agreement. The delivery of the MergerStockholder Consent will constitute the Stockholder Approval.

Voting Requirements. The affirmative vote at the Company Stockholders Shareholders Meeting (the "Company Stockholder ApprovalCOMPANY SHAREHOLDER APPROVAL") of a majority of the number of outstanding shares of Company Common Stock voting at the Company Shareholders Meeting to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at of the Company Stockholders Meeting (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt in favor of adopting this Agreement (the "COMPANY SHAREHOLDER APPROVAL") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and or adopt this Agreement and the transactions contemplated hereby, including or the Merger. The affirmative vote of the holders of the Company Common Stock is not necessary to approve any transaction contemplated by this Agreement or the Shareholders Agreement (other than the consummation of the Merger).

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at of the Company Stockholders Meeting (the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock at the Company Stockholders Meeting to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby. The Board of Directors of the Company has duly and validly approved and has taken or, including prior to the MergerEffective Time, will have taken, all corporate action required to be taken by the Company Board of Directors for the consummation of the transactions contemplated by this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock at the Company Shareholders' Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the "Company Shareholder Approval") is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at of the Company Stockholders Meeting (the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock at the Company Stockholders’ Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (such vote, the “Company Stockholder Approval”) is the only vote of the holders of any class or series of the Company's capital stock or voting securities of, or other equity interests in, the Company necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the MergerAgreement.

Voting Requirements. The affirmative vote in favor of the adoption of this Agreement at the Company Stockholders Meeting (or any adjournment or postponement thereof) of the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock entitled to approve and adopt this Agreement vote thereon (the “Stockholder Approval”) is the only vote of the holders of any class or series of the Company's ’s capital stock necessary (under applicable Law, the Company Charter, the Company Bylaws or otherwise) to approve and or adopt this Agreement or to consummate the Merger and the transactions contemplated herebyother Transactions, including the MergerShare Issuance.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (or any adjournment or postponement thereof of the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock to approve in favor of approving and adopt adopting this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and or adopt this Agreement and or the Merger or the consummation of the transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder ApprovalCOMPANY STOCKHOLDER APPROVAL") of a majority of the number of outstanding shares of Company Common Stock issued and outstanding and entitled to vote at the Company Stockholders Meeting to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of at least a majority of the number votes entitled to be cast by the holders of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt and approve and adopt this Agreement and the Merger and the other transactions contemplated herebyhereby (collectively, including the Merger"Stockholder Approval").

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (or any adjournment or postponement thereof of the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock entitled to approve and adopt vote thereon in favor of adopting this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and or adopt this Agreement or to consummate the Merger and the other transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at of the Company Stockholders Meeting (the "Company Stockholder Approval") holders of a majority of the number of then outstanding shares of Company Common Stock Shares and the affirmative vote of the holders of at least a majority (on an as-converted-to-Common-Stock-basis) of the then outstanding Company Preferred Shares at a duly convened meeting of the Company Stockholders or any adjournment or postponement thereof to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at of the Company Stockholders Meeting (the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock at the Company Shareholders’ Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (such vote, the “Company Shareholder Approval”) is the only vote of the holders of any class or series of the Company's capital stock or voting securities of, or other equity interests in, the Company necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the MergerAgreement.

Voting Requirements. The affirmative vote of the ------------------- holders of at the Company Stockholders Meeting (the "Company Stockholder Approval") of least a majority of the number of outstanding shares of Company Common Stock entitled to approve be cast approving and adopt adopting this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt the Offer, the Merger, this Agreement and the transactions contemplated hereby, including the Mergerhereby or thereby.

Voting Requirements. The affirmative vote at of the Company Stockholders Meeting (the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock at the Company Shareholders Meeting to approve and adopt this Agreement (the "Company Shareholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt and approve and adopt this Agreement and the Merger and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote of the holders of a majority of the voting power of all outstanding shares of Company Common Stock at the Company Stockholders Meeting to adopt this Agreement (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the MergerTransactions.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority in voting power of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement Stock, voting together as a single class (the “Company Stockholder Approval”), at the Company Stockholders’ Meeting or any adjournment or postponement thereof is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve and adopt this Agreement and to approve the Reincorporation Merger and the other transactions contemplated hereby, including the Mergerby this Agreement.

Voting Requirements. The affirmative vote at of the Company Stockholders Meeting (the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock at the Company Shareholders Meeting to approve and adopt this Agreement (the “Company Shareholder Approval”) is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to adopt and approve and adopt this Agreement and the Merger and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at of the Company Stockholders Meeting (the "Company Stockholder Approval") holders of a majority of the number of outstanding shares of Company Common Stock at the Stockholders Meeting or any adjournment or postponement thereof to approve and adopt this Agreement (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at of the holders of two-thirds of the outstanding shares of Company Stockholders Meeting Common Stock entitled to vote thereon (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Merger Agreement and the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of a majority of the number -------------------- votes cast by all holders of the outstanding shares of Company Common Stock entitled to approve and vote thereon at the Shareholders Meeting or any adjournment or postponement thereof to adopt this Agreement (the "Shareholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and approve the transactions contemplated hereby, including the Merger.

Voting Requirements. The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of holders of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement Stock, at the Company Stockholders’ Meeting or any adjournment or postponement thereof, or by written consent of stockholders in lieu of meeting (the “Company Stockholder Approval”) is the only vote of the holders of any class or series 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, including the Mergerby this Agreement.