Avatex is a corporation that has outstanding both common and preferred stock. It created and incorporated Xetava Corporation as its wholly owned subsidiary and the following day announced its intention to merge with and into Xetava. Under the terms of the proposed merger, Xetava is to be the surviving corporation. After the transaction is consummated, Xetava will immediately change its name to Avatex Corporation. The proposed merger will cause a conversion of the preferred stock of Avatex into common stock of Xetava. The merger will effectively eliminate Avatex’s certificate of incorporation, which includes the certificate of designation creating the Avatex preferred stock and setting forth its rights and preferences. 

The terms of the merger do not call for a class vote of these preferred stockholders. The preferred stockholders filed suit to enjoin the proposed merger, arguing that the transaction required the consent of two-thirds of the holders of the preferred stock. Under the terms of the Avatex certificate of incorporation, preferred stockholders have no right to vote except on “any amendment, alteration or repeal of the certificate of incorporation, whether by merger, consolidation or otherwise, that materially and adversely affects the rights of the preferred stockholders.” The text of the terms governing the voting rights of the preferred stockholders required that such an alteration or repeal of the certificate required “the consent of the holders of at least two-thirds of the shares” of the preferred stock. Did this corporate action require the consent of two-thirds of the preferred stockholders? Explain.