Required Vote of Stockholders. The affirmative vote or consent of (i) the holders of a majority of the outstanding shares of Company Capital Stock, voting-together as a single class; and (ii) the holders of 60% of the outstanding shares of Company Series 1 Preferred Stock voting as a separate class (collectively, the “Stockholder Approvals”), are the only votes or consents of the holders of any class or series of the Company Capital Stock necessary to adopt this Agreement.
Required Vote of Stockholders. The affirmative vote of not less than a majority of the outstanding Shares is required to adopt the plan of merger contained in this Agreement and approve the Merger. No other vote of the stockholders of the Company is required by law, the Certificate of Incorporation or By-Laws of the Company as currently in effect or otherwise to adopt the plan of merger contained in this Agreement and approve the Merger.
Required Vote of Stockholders. The affirmative vote of the holders of a majority of the outstanding Endwave Common Stock as of the record date of the Endwave Special Meeting (as defined below) (the “Stockholder Approval”) is the only vote or consent of the holders of any class or series of Endwave Capital Stock necessary to adopt this Agreement.
Required Vote of Stockholders. Other than the affirmative vote of the holders of a majority of the outstanding shares of Merger Sub to adopt this Agreement and approve the Merger, no other vote of the stockholders of Parent or Merger Sub is required by law, the charter or Bylaws of Parent or Merger Sub in order for Parent and Merger Sub to consummate the Merger and the transactions contemplated hereby.
Required Vote of Stockholders. Section 3.4(a) of the Company Disclosure Schedule sets forth the number of shares of Company Capital Stock owned of record as of the Agreement Date by each holder of Company Capital Stock. The affirmative vote or consent of the holders of (i) at least fifty-five percent (55%) of the outstanding Company Preferred Stock, voting together as a single class on an as-converted to Company Common Stock and (ii) a majority of the outstanding shares of Company Capital Stock (the “Stockholder Approvals”), are the only votes or consents of the holders of any class or series of the Company’s Capital Stock necessary to adopt this Agreement.
Required Vote of Stockholders. The affirmative vote or consent of the Company Stockholders listed on Exhibit A-1 (the “Stockholder Approval”) is the only vote or consent of the holders of any class or series of Company’s Capital Stock necessary to adopt this Agreement. The record date under Delaware Law and the Certificate of Incorporation, and the Bylaws of the Company for purposes of determining stockholders of the Company entitled to give consents with respect to the Stockholder Approval is the Agreement Date. The Stockholder Approval will be obtained following the execution and delivery of this Agreement by the parties hereto in a manner fully in accordance with, and without any violation of, Applicable Law.
Required Vote of Stockholders. The affirmative vote or consent of the holders of at least two thirds (2/3) of the outstanding HoldCo Capital Stock, voting together as a single class on an as-converted to HoldCo Common Stock (the “Stockholder Approval”), are the only votes or consents of the holders of any class or series of the HoldCo Capital Stock necessary to adopt this Agreement and to effect the Merger. The total aggregated amount of outstanding HoldCo Capital Stock held by the Key Holders represents more than two thirds (2/3) of the outstanding HoldCo Capital Stock.
Required Vote of Stockholders. The affirmative vote or consent of a majority of the outstanding shares of Company Common Stock (the “Stockholder Approval”), are the only votes or consents of the holders of any class or series of the Company’s capital stock necessary to adopt this Agreement. The record date under Delaware Law and the Certificate of Incorporation and Bylaws of the Company for purposes of determining the Company Stockholders entitled to give consents with respect to the Stockholder Approval is the Agreement Date. The consents will be obtained in a manner fully in accordance with, and without any violation of, Applicable Law.
Required Vote of Stockholders. (a) The only vote of the holders of securities of Holdings required by the Holdings Certificate of Incorporation, the Holdings Bylaws, by Law or otherwise to complete the Holdings Merger is the adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) as it relates to the Holdings Merger contained in this Agreement by the affirmative vote of the holders of not less than a majority of the outstanding shares of Holdings Common Stock, voting together as a single class. The adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) as it relates to the Holdings Merger contained in this Agreement by the vote described in the previous sentence is referred to as the “Holdings Stockholder Approval.”
Required Vote of Stockholders. The affirmative vote or consent of the holders of a majority of the shares of the Company’s Common Stock that are issued and outstanding on the date on which the first Company Stockholder delivers to the Company a signed written consent approving the principal terms of this Agreement and the Merger is received by the Secretary of the Company (the “Stockholder Approval”) is the only vote or consent of the holders of any class or series of Company’s Capital Stock necessary to adopt this Agreement and approve the Merger. The record date under Delaware Law and the Certificate of Incorporation and the Bylaws of the Company for purposes of determining stockholders of the Company entitled to give consents with respect to the Stockholder Approval is the Agreement Date. The Stockholder Approval will be obtained within one (1) business day following the execution and delivery of this Agreement by the parties hereto in a manner fully in accordance with, and without any violation of, Applicable Law, and as of the Closing, the Stockholder Approval shall be signed by holders of not less than 95% of the Company’s Capital Stock as of the date of such consent.
