Examples of Parent Stockholder Approval in a sentence
The Company may require Parent to ad- journ, delay or postpone the Parent Stockholder Meeting once for a period not to exceed 30 cal- endar days (but prior to the date that is two Business Days prior to the End Date) to solicit addi- tional proxies necessary to obtain the Parent Stockholder Approval.
The affirmative vote of a majority of all votes cast by holders of outstanding shares of Parent Common Stock at a duly called and held meeting of Parent’s stockholders at which a quorum is present approving the issuance of shares of Parent Common Stock in connection with the Merger (the “ Parent Share Issuance ”) is the only vote of the holders of any of Parent’s capital stock necessary in connection with the consummation of the Merger (the “ Parent Stockholder Approval ”).
For the avoidance of doubt, the obligation of Parent and Merger Sub to close the transactions contemplated by this Agreement is conditioned upon the receipt of the Parent Stockholder Approval but is not conditioned upon the consummation of the Financing and, accordingly, the Parties agree that a failure of Parent and Merger Sub to close the transactions contemplated by this Agreement resulting from a failure or inability to consummate the Financing constitutes a breach for purposes of this Agreement.
The Parent Stockholder Approval shall have been obtained in accordance with applicable Law, the rules of the NYSE and the Organizational Documents of Parent.
The Purchaser Parent shall use reasonable best efforts to call and hold a meeting of Purchaser Parent’s stockholders (the “Purchaser Parent Stockholders’ Meeting”) for the purpose of seeking the Purchaser Parent Stockholder Approval following the mailing of the Proxy Statement to the Purchaser Parent’s stockholders.