Dissolution Approved by Common Stockholders Sample Clauses

Dissolution Approved by Common Stockholders. In the event that a voluntary liquidation, dissolution or winding up of the Company subject to the Contingent Value Right set forth herein is approved by a majority of the holders of shares of Common Stock outstanding as of the record date for a special meeting to be held prior to June 30, 2023, to approve such action (an “Approved Liquidation”), the holders of shares of Common Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount equal to a maximum of $0.40 per share, (the “Common Stock Liquidation Distribution”). In no event shall the Common Stock Liquidation Distribution exceed $2,000,000.00 in the aggregate, and the timing of such distribution shall be made by the board of directors of the Company in accordance with Delaware General Corporation Law regarding distributions to stockholders. Subject to Section 3.5 below, the remaining cash and marketable securities (if any) of the Company shall at the appropriate time and upon determination by the board of directors of the Company in accordance with Delaware General Corporation Law be available for distribution to Stockholder (the “Takeda Liquidation Distribution”).
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Related to Dissolution Approved by Common Stockholders

  • Required Vote of the Company Stockholders The affirmative vote of the holders of a majority of the outstanding shares of Company Voting Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of holders of securities of the Company that is required to approve this Agreement and the transactions contemplated hereby, including the Mergers.

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

  • Stockholders Approval (i) This Agreement shall have been approved by the requisite affirmative vote of the holders of shares of Company Common Stock present and voting at the Company Stockholders’ Meeting in accordance with applicable Law (the “Company Stockholders’ Approval”) and (ii) the issuance of Parent Common Stock in connection with the Merger shall have been approved by the requisite affirmative vote of the holders of Parent Common Stock entitled to vote thereon (“Parent Stockholders’ Approval”).

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Required Vote of Company Stockholders The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is required to approve and adopt this Agreement. No other vote of the securityholders of the Company is required by law, the Company Charter, the Company Bylaws or otherwise in order for the Company to consummate the Merger, the Subsequent Merger and the other transactions contemplated hereby.

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

  • Rights as Stockholders; Information Except as otherwise set forth in Section 6 above, no holder of this Warrant, as such, shall be entitled or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of the directors or upon any matter submitted to stockholders at any meeting thereof, or to receive notice of meetings, until this Warrant shall have been exercised and the Warrant Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein. The foregoing notwithstanding, the Company will transmit to the holder of this Warrant such information, documents and reports as are generally distributed to the holders of any class or series of the securities of the Company concurrently with the distribution thereof to the stockholders.

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