Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Three Rivers Acquisition Corp), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Chase Venture Capital Associates L P)
Voting Requirements. The affirmative vote of the holders of a majority of all the outstanding Shares entitled to vote approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementTransactions.
Appears in 5 contracts
Samples: Iii 5 Agreement and Plan of Merger (Hasbro Inc), Agreement and Plan of Merger (Welbilt Corp), Agreement and Plan of Merger (Bosch Security Systems Corp)
Voting Requirements. The affirmative vote of the holders of a majority of all the outstanding Shares entitled to vote approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions Transactions contemplated by this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (First Alert Inc), Agreement and Plan of Merger (Bridgeport Machines Inc), Agreement and Plan of Merger (First Alert Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares of Company Common Stock, voting as a single class at the Shareholders' Meeting (as defined in Section 6.5(a)), is the only vote of the holders of any class or series of the Company's capital stock of Company necessary to approve this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Funco Inc), Agreement and Plan of Merger (Barnes & Noble Inc), Agreement and Plan of Merger (Electronics Boutique Holdings Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Common Stock approving the Merger is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement the Merger and the transactions contemplated by this AgreementTransactions.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Duty Free International Inc), Agreement and Plan of Merger (Baa PLC /Fi), Agreement and Plan of Merger (Duty Free International Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementMerger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Boss Investment LLC), Agreement and Plan of Merger (Building One Services Corp), Agreement and Plan of Merger (Three Rivers Acquisition Corp)
Voting Requirements. The affirmative vote of the holders of a majority two-thirds of the outstanding Shares shares of Company Common Stock is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Waverly Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares at the Company Stockholder Meeting to 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 this Agreement Agreement, and the Merger and the transactions contemplated by this Agreementhereby and thereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hilite Industries Inc), Agreement and Plan of Merger (Hilite Mergeco Inc), Agreement and Plan of Merger (Maher Donald M)
Voting Requirements. The affirmative vote of the holders of a majority two-thirds of the outstanding Shares is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Endogen Inc), Agreement and Plan of Merger (Ewok Acquisition Corp), Agreement and Plan of Merger (Endogen Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Stock entitled to vote thereon at a shareholders meeting with respect to the approval of the Amendment is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementAmendment.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Kevco Inc), Securities Purchase Agreement (Kevco Partners Investment Trust), Stock Purchase Agreement (Kevco Inc)
Voting Requirements. The affirmative vote at the Company Stockholders Meeting of the holders of a majority of the outstanding Shares shares of Company Common Stock, is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve adopt this Agreement and (collectively, the transactions contemplated by this Agreement“Company Stockholder Approval”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Agreement and Plan of Merger (Electronics Boutique Holdings Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares at the Special 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 adopt this Agreement and approve the transactions contemplated by this AgreementMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Advance America, Cash Advance Centers, Inc.), Agreement and Plan of Merger (Gentiva Health Services Inc), Agreement and Plan of Merger (Odyssey Healthcare Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock with respect to 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 this Agreement and the transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Plan and Agreement (Providian Bancorp Inc), Agreement and Plan (Transamerica Corp), Plan and Agreement (Providian Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Common Shares and Preferred Stock entitled to vote at the Stockholders Meeting with respect to the approval of the Merger, voting together as a single class, is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Washington National Corp), Agreement and Plan of Merger (Washington National Corp), Agreement and Plan of Merger (Penncorp Financial Group Inc /De/)
Voting Requirements. The affirmative vote of the holders of a majority of the voting power of all outstanding Shares Shares, voting as a single class, at the Special Meeting to 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 by this Agreementhereby in order to effect the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Aydin Corp), Agreement and Plan of Merger (L 3 Communications Corp), Agreement and Plan of Merger (Aydin Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares Shares, voting as a single class at the Company Shareholders' Meeting to 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 by this Agreementhereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Federated Department Stores Inc /De/), Agreement and Plan of Merger (Fingerhut Companies Inc), Agreement and Plan of Merger (Fingerhut Companies Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock is the only vote of the holders of any class or series of the Company's capital stock of the Company necessary to approve this Agreement and the transactions contemplated by this AgreementMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Zany Brainy Inc), Agreement and Plan of Merger (Noodle Kidoodle Inc), Agreement and Plan of Merger (Zany Brainy Inc)
Voting Requirements. (a) The affirmative vote of the holders of a majority of the voting power of all outstanding Shares shares of the Surviving Company Common Stock, voting as a single class, at the Surviving Company Shareholders Meeting (the "Surviving Company Shareholder Approval") is the only vote of the holders of any class or series of the Surviving Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Samples: Reorganization Agreement (Lauder Ronald S), Reorganization Agreement (Central European Media Enterprises LTD)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Ovid Technologies Inc)
Voting Requirements. The affirmative vote (in person or by duly authorized and valid proxy at a Company Shareholders' meeting or by written consent) of the holders of a majority all of the outstanding Shares in favor of the adoption of this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement Shares required by applicable law and the transactions contemplated by this AgreementCompany's organizational instruments to duly effect such adoption.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Incentra Solutions, Inc.), Stock Purchase Agreement (Incentra Solutions, Inc.)
Voting Requirements. The affirmative vote of the ------------------- holders of a majority more than two-thirds of the outstanding Shares shares of Common Stock (voting as one class, with each share having one vote) is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pine Holdings Inc), Agreement and Plan of Merger (Pulaski Furniture Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Common Stock is the only vote of the holders of any class or series of the Company's capital stock Corporation’s Capital Stock necessary to approve adopt this Agreement and approve the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (H.I.G. All American, LLC), Agreement and Plan of Merger (All American Group Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding Shares 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 this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mypoints Com Inc), Agreement and Plan of Merger (Sanmina Corp/De)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve this Agreement and the transactions contemplated by this AgreementMerger. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lumen Technologies Inc), Agreement and Plan of Merger (Eg&g Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares is shares of Company Common Stock and the affirmative vote of the holders of two-thirds (2/3) of the outstanding shares of the Series A Shares, voting as a class with respect to this Agreement and the Merger, are the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement Agreement, the Merger and the transactions contemplated by this AgreementAgreement and the Merger.
Appears in 2 contracts
Samples: Plan and Agreement of Merger (Rockford Industries Inc), Plan and Agreement of Merger (American Express Co)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Common Stock adopting this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tomkins PLC), Agreement and Plan of Merger (Stant Corp)
Voting Requirements. The affirmative vote of the holders of a majority two-thirds of the voting power of all outstanding Shares Shares, voting as a single class, at the Company Shareholders Meeting (the "Company Shareholder Approval") to 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 by this Agreementhereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dynamics Corp of America), Amended and Restated Agreement and Plan of Merger (CTS Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding votes cast by the holders of the Shares and Preferred Shares entitled to vote thereon at the Stockholders Meeting with respect to the approval of the Merger is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pioneer Financial Services Inc /De), Agreement and Plan of Merger (Conseco Inc Et Al)
Voting Requirements. The affirmative vote of the holders of at least a majority of the outstanding Shares shares of Company Common Stock 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 this Agreement and the transactions contemplated by adopt this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Magellan Holdings, Inc.), Agreement and Plan of Merger (Ssa Global Technologies, Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Superior Common Stock is the only vote of the holders of any class or series of the Company's capital stock of Superior necessary to approve this Agreement and the transactions contemplated by this AgreementMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Parker Drilling Co /De/), Agreement and Plan of Merger (Superior Energy Services Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Common Stock entitled to vote at the Stockholders' Meeting is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement the Merger and the transactions contemplated by this Agreementhereby (the "Stockholder Approval").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NDC Automation Inc), Agreement and Plan of Merger (Code Hennessy & Simmons Ii Lp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Parent Common Stock is the only vote of the holders of any class or series of the Company's capital stock of Parent necessary to approve this Agreement and the transactions contemplated by this AgreementMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Noodle Kidoodle Inc), Agreement and Plan of Merger (Zany Brainy Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock entitled to vote approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Consol Inc), Agreement and Plan of Merger (Rochester & Pittsburgh Coal Co)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Common Shares entitled to vote at the Stockholders Meeting (as defined in Section 4.2) is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Portec Inc), Agreement and Plan of Merger (Code Hennessy & Simmons Ii Lp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock and Convertible Preferred Stock, voting together as one class, entitled to vote approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Federal Paper Board Co Inc), Agreement and Plan of Merger (International Paper Co /New/)
Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares shares of Company Common Stock with respect to 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 this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HSB Group Inc), Agreement and Plan of Merger (American International Group Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coherent Communications Systems Corp), Agreement and Plan of Merger (Tellabs Inc)
Voting Requirements. (a) The affirmative vote votes of the holders of a majority of the voting power of all outstanding Seller Shares is at the Seller Shareholders Meetings (the "Seller Shareholder Approvals") are the only vote votes of the holders of any class or series of the CompanySeller's capital stock necessary to approve and adopt this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Samples: Reorganization Agreement (Lauder Ronald S), Reorganization Agreement (Central European Media Enterprises LTD)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock entitled to vote thereon (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 adopt this Agreement and approve the transactions contemplated by this AgreementMerger (other than a Short Form Merger).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alpharma Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc)
Voting Requirements. The affirmative vote of the holders of a majority at least two thirds of the outstanding Shares shares of Company Common Stock entitled to be cast approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.the
Appears in 2 contracts
Samples: 5 Agreement and Plan of Merger (Raymond Corp), Rights Agreement (Lift Acquisition Co Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of the Common Stock is the only vote vote, if any, of the holders of any class or series of the Company's capital stock or other Equity Interests of the Company necessary to approve this Agreement and the transactions contemplated by adopt this Agreement, and to approve and consummate the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Makemusic, Inc.)
Voting Requirements. The affirmative vote of the holders of a majority 66 2/3% of the voting power of all outstanding Shares Shares, voting as a single class, at the Company's Stockholders Meeting to 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 by this Agreementhereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Handy & Harman), Agreement and Plan of Merger (Handy & Harman)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Common Stock and Class B Common Stock (voting as a single class) approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock Company Securities necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (R B Capital Corp), Agreement and Plan of Merger (Peerless Industrial Group Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares Shares, voting as a single class, at the Company Stockholders' Meeting (as hereinafter defined) to 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 by this Agreementhereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adflex Solutions Inc), Agreement and Plan of Merger (Innovex Inc)
Voting Requirements. The affirmative vote of the holders of a majority ------------------- 66-2/3% of the outstanding Shares Stock (voting as one class, with each share of Stock having one (1) vote) entitled to be cast approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock Stock necessary to approve the Merger, this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Common Shares entitled to vote at the Stockholders Meeting (as defined below in Section 4.2) is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Washington National Corp)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock 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 necessary to approve adopt this Agreement and approve the transactions contemplated by this Agreementhereby.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding votes cast by the holders of the Shares and Series A Preferred Shares entitled to vote thereon at the Stockholders Meeting with respect to the approval of the Merger is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Transport Holdings Inc)
Voting Requirements. The affirmative vote of the holders of a majority at least two-thirds of the total number of votes entitled to be cast by the holders of the Shares outstanding Shares as of the record date for the Company Special Meeting is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the shares of Company capital stock outstanding Shares 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 this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the ------------------- holders of a majority of all the outstanding Shares entitled to vote approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementTransactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dyson Kissner Moran Corp)
Voting Requirements. The affirmative vote of the holders ------------------- of a majority of the outstanding Common Shares and outstanding Preferred Shares voting together as one class and entitled to vote at the Shareholders Meeting is the only vote of the holders of any class or series of the CompanyAllied's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Common Stock entitled to vote at the Shareholders Meeting (as defined in Section 4.2) is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement Merger and the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intelligent Controls Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares Common Stock is the only vote of the holders of any class or series of the Company's capital stock necessary under the FBCA to approve this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of each of the Class A Stock and Class B Stock, each voting as a separate class (the "COMPANY SHAREHOLDER APPROVAL"), approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a ------------------- majority of the outstanding Shares shares of Common Stock entitled to vote is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Merger, this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of at least a majority of the total number of votes entitled to be cast by the holders of the Common Shares outstanding Shares as of the record date for the Company Shareholder Meeting (as defined herein) is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt and approve this Agreement and the transactions contemplated by this AgreementAgreement (including the Merger).
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority at least two-thirds of the total number of votes entitled to be cast by the holders of the Company Common Stock outstanding Shares as of the record date for the Company Special Meeting is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. (i) The affirmative vote of the holders of a majority of the outstanding Shares shares of Common Stock approving 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 this Agreement and the transactions contemplated by this AgreementTransactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lazard Freres Real Estate Investors LLC)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Common Shares and outstanding Preferred Shares voting together as one class and entitled to vote at the Shareholders Meeting is the only vote of the holders of any class or series of the CompanyAllied's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nationwide Mutual Insurance Co)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares entitled to vote thereon (the "Stockholder Approval") is the only vote of the holders of any class or series of the Company's capital stock necessary of the Company necessary, if any, for the Company to approve and adopt this Agreement and the transactions contemplated by this Agreementhereby, including the Merger.
Appears in 1 contract
Voting Requirements. The affirmative vote at a shareholders' meeting of the Company or by written consent of the holders of a majority of the outstanding Shares shares of Company Common Stock entitled to vote to 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 approve this Agreement and the transactions contemplated by adopt this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Icg Communications Inc /De/)
Voting Requirements. The affirmative vote of the holders of a -------------------- majority of all the outstanding Shares shares of Company Common Stock entitled to be cast approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Banks and Brokers Call
Voting Requirements. (i) The affirmative vote of the holders of -------------------- a majority of the outstanding Shares shares of Common Stock approving 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 this Agreement and the transactions contemplated by this AgreementTransactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atria Communities Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the total number of votes entitled to be cast by the holders of the Company Common Stock outstanding Shares as of the record date for the Company Special Meeting is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Buildings Co /De/)
Voting Requirements. The affirmative vote of the holders of ------------------- a majority of the voting power represented by the outstanding Common Shares and outstanding Preferred Shares voting together as one class and entitled to vote at the Shareholders Meeting is the only vote of the holders of any class or series of the CompanyAllied's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a ------------------- majority of the outstanding Shares shares of Company Common Stock (the "Shareholder Approval"), is the only vote of the holders of any class or series capital stock of the Company's capital stock Company necessary to approve and adopt this Agreement and approve the transactions contemplated by this AgreementMerger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Numerical Technologies Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares 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 adopt this Agreement and approve the transactions contemplated by this Agreementhereby.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a ------------------- majority of the outstanding Shares is shares of Company Common Stock and of a majority of the outstanding Company Preferred Stock, voting as separate classes, are the only vote votes of the holders of any class or series capital stock of the Company's capital stock Company necessary to approve and adopt this Agreement and approve the transactions contemplated by this AgreementMerger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares is shares of Company Common Stock and the only affirmative vote of the holders of any class or series a majority of the Company's capital stock outstanding shares of Company Preferred Stock are the only stockholder votes necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority two-thirds of the outstanding Shares shares of Company Common Stock entitled to vote thereon (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 Merger Agreement and the transactions contemplated by this Agreementhereby.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding ------------------- votes entitled to be cast by the holders of Shares entitled to vote thereon at the Shareholders Meeting with respect to the approval and adoption of this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement or other securities required in connection with the consummation by Company of the Merger and the other transactions contemplated hereby to be consummated by this AgreementCompany.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the issued and outstanding Shares Common Stock is the only vote of the holders of any class or series of the Company's ’s capital stock necessary under the FBCA to approve this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 1 contract
Samples: Employment Agreement (Stephan Co)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of the Company Common Stock at the Special 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 by this AgreementTransactions.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares votes cast by all shareholders entitled to vote, voting as a single class, at the Company Shareholders Meeting (the "Company Shareholder Approval") to 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 by this Agreementhereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aci Acquisition Partners Inc)
Voting Requirements. The separate affirmative vote votes of the holders of a majority two-thirds of the outstanding Shares shares of each class or series of Company Stock approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
Appears in 1 contract
Voting Requirements. The affirmative vote of the holders of a majority of the voting power represented by the outstanding Shares shares of Company Common Stock entitled to vote at the Company Stockholders Meeting to adopt this Agreement (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of the Company's ’s capital stock necessary to approve adopt this Agreement and approve the transactions contemplated by this AgreementMerger.
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Voting Requirements. The affirmative vote of the holders of at least a majority of the total number of votes cast by the holders of the PSINet Common Stock outstanding Shares as of the record date for the PSINet Special Meeting is the only vote of the holders of any class or series of the CompanyPSINet's capital stock or other securities necessary to approve this Agreement and the transactions contemplated by this AgreementMerger.
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Samples: Agreement and Plan of Merger (Metamor Worldwide Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares Company Stock entitled to be cast on the matter (the “Company Shareholder Approval”) is the only vote of the holders of any class or series of beneficial interest of the Company's capital stock Company necessary or required to approve this Agreement and the transactions contemplated by this AgreementMerger.
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Voting Requirements. The affirmative vote of the holders of a majority at least two-thirds of the total number of votes entitled to be cast by the holders of the Common Shares outstanding Shares as of the record date for the Company Shareholder Meeting (as defined herein) is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt and approve this Agreement and the transactions contemplated by this AgreementAgreement (including the Merger).
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Samples: Agreement and Plan of Merger (Cummins Engine Co Inc)
Voting Requirements. The affirmative vote of the holders of a majority two-thirds of the outstanding Shares is Company Shares, are the only vote votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this AgreementAgreement (the "Company Requisite Vote").
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Samples: Agreement and Plan of Merger (Bay State Gas Co /New/)
Voting Requirements. The affirmative vote of the holders of a majority of the voting power represented by the outstanding Shares shares of Company Common Stock entitled to vote at the Company Stockholders Meeting 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 necessary to approve adopt this Agreement and approve the transactions contemplated by this AgreementMerger.
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Voting Requirements. The affirmative vote of the holders of a majority of the all outstanding Shares voting shares of HUNAPU INC. 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 by this Agreementhereby, including the Merger, and the issuance of the Merger Consideration pursuant to the Merger.
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Voting Requirements. The affirmative vote of -------------------- the holders of a majority of the outstanding Shares shares of Company Common Stock approving this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
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Voting Requirements. The affirmative vote of the holders of a -------------------- majority of the outstanding Shares shares of Holdings Common Stock approving and adopting this Agreement is the only vote of the holders of any class or series of the Company's Holdings' capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
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Voting Requirements. The affirmative vote of the holders of a majority of the voting power represented by the outstanding Common Shares and outstanding Preferred Shares voting together as one class and entitled to vote at the Shareholders Meeting is the only vote of the holders of any class or series of the CompanyAllied's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
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Samples: Agreement and Plan of Merger (Nationwide Mutual Insurance Co)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding votes cast by the holders of the Shares entitled to vote thereon at the Stockholders Meeting with respect to the approval of the Merger is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.
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Voting Requirements. The affirmative vote of the holders of a majority two-thirds of the outstanding Shares is Company Shares, are the only vote votes of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated by this Agreement.Agreement (the "Company Requisite Vote"). 3.19
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Samples: Agreement and Plan of Merger (Nipsco Industries Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock (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 Merger Agreement and the transactions contemplated by this Agreementhereby.
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Voting Requirements. The affirmative vote of the holders of a ------------------- majority of the outstanding Shares is shares of Company Common Stock are the only vote votes of the holders of any class or series capital stock of the Company's capital stock Company necessary to approve and adopt this Agreement and approve the transactions contemplated by this AgreementMerger.
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Samples: Agreement and Plan of Reorganization (Talk City Inc)
Voting Requirements. The affirmative vote at the Special Meeting or any adjournment or postponement thereof of the holders of a majority of the outstanding Shares in favor of adopting this Agreement (the "Requisite Company Vote") 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 consummation of the transactions contemplated by this Agreementhereby.
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Samples: Agreement and Plan of Merger (Group 1 Software Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the voting power of all outstanding Shares shares of Company Common Stock at the Company Stockholders Meeting 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 necessary to approve this Agreement and the transactions contemplated by this AgreementTransactions.
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Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Acquiror Common Stock present and entitled to vote at the Shareholders Meeting is the only vote of the holders of any class or series of the CompanyAcquiror's capital stock necessary to approve this Agreement the Merger, the Share Issuance and the transactions contemplated by this Agreementhereby.
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Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares shares of Company Common Stock approving the Merger and other transactions contemplated by this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement the Merger and the other transactions contemplated by this Agreement.
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Samples: Agreement and Plan of Merger (Florafax International Inc)
Voting Requirements. The affirmative vote of the holders of a majority of the outstanding Shares in favor of the adoption of this Agreement is the only vote of the holders of any class or series of the Company's ’s capital stock or the capital stock of any of its Subsidiaries necessary to approve this Agreement and in connection with consummation of the transactions contemplated by this AgreementMerger (the “Company Requisite Vote”).
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