This excerpt taken from the ADES DEF 14A filed Nov 12, 2008.
What is the vote required to approve Proposal 1 and Proposal 2?
The approval of at least a majority of shares of our common stock present and voting either in person or by proxy at the Special Meeting must be obtained in order for each proposal to be adopted.
In August 2008, we sold 909,092 shares of our common stock to three institutional accredited investors in a private placement. We intend to use the net proceeds of the August Private Placement for the Project. Because the August Private Placement is close in time to the Private Placement, the use of proceeds is the same as the Private Placement, and the Private Placement contemplates the issuance of convertible Preferred Stock, which is considered under NASDAQ Marketplace Rules that apply to our company to be the same class of securities as our common stock, the issuance of common stock in the August Private Placement could be deemed to be aggregated with the Private Placement under such Rules. If the issuance of stock in the August Private Placement is aggregated with the Private Placement, the shares issued in the August Private Placement cannot be counted for the approval of the Private Placement.