Requisite CPH Stockholder Approval

Requisite CPH Stockholder Approval. Means a majority written consent duly signed by the holders of not less than 66 2/3% of the CPH Shares and not less than 66 2/3% of the CPH Preferred Shares in accordance with the requirements of the Stockholder Agreement, Amended and Restated Certificate of Incorporation and Bylaws of CPH and the DGCL that approves this Agreement and the Merger.