Stockholder Approval Sample Clauses
The Stockholder Approval clause defines the requirement that certain actions or decisions by a company must be formally approved by its stockholders. Typically, this clause outlines which matters—such as mergers, major asset sales, or amendments to governing documents—require a vote of the stockholders, and may specify the percentage of votes needed for approval. By establishing clear procedures for obtaining stockholder consent, this clause ensures that significant corporate actions reflect the will of the owners and protects their interests in major decisions.
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Stockholder Approval. The Company shall seek, and use its best efforts to obtain, on or before the date which is 90 days after the Closing Date, stockholder approval of the issuance of the Shares in accordance with the terms of the Notes and the Warrants, which approval shall meet the requirements of Rule 713 of the AMEX set forth in the AMEX Company Guide (“Stockholder Approval”). The Company shall call a meeting of stockholders (the “Stockholder Meeting”) to be held within 90 days after the Closing Date, shall prepare and file with the SEC as promptly as practical, but in no event later than 30 days after the Closing Date, preliminary proxy materials which set forth a proposal to seek the Stockholder Approval, and the Board of Directors shall recommend approval thereof by the Company’s stockholders. The Company shall mail and distribute its proxy materials for the Stockholder Meeting to its stockholders at least 30 days prior to the date of the Stockholder Meeting, shall actively solicit proxies to vote for the Stockholder Approval, and within 30 days after the Closing Date shall retain a proxy solicitation firm of recognized national standing to assist in the solicitation. The Company shall provide the Buyer an opportunity to review and comment on such proxy materials by providing (which may be by e-mail) copies of such proxy materials and any revised preliminary proxy materials to the Buyer a reasonable period of time prior to their filing with the SEC. The Company shall provide the Buyer (which may be by e-mail) copies of all correspondence from or to the SEC or its staff concerning the proxy materials for the Stockholder Meeting promptly after the same is sent or received by the Company and summaries of any comments of the SEC staff which the Company receives orally promptly after receiving such oral comments. The Company shall furnish to the Buyer and its legal counsel (which may be by e-mail) a copy of its definitive proxy materials for the Stockholder Meeting and any amendments or supplements thereto promptly after the same are first used, mailed to stockholders or filed with the SEC, shall inform the Buyer of the progress of solicitation of proxies for such meeting and shall inform the Buyer of any adjournment of the Stockholder Meeting and shall report the result of the vote of stockholders on such proposition at the conclusion of the Stockholder Meeting. If the Company fails to obtain such Stockholder Approval, the Company shall call a meeting of stockholders every ...
Stockholder Approval. (a) Except as otherwise provided in subsection (b) below, in the event that it shall be determined that any right to receive the Option, payment or other benefit under this Agreement (including, without limitation, the acceleration of the vesting and/or exercisability of the Option and taking into account the effect of this Section) to or for the benefit of the Optionee (the “Payments”), would not be deductible, in whole or part when aggregated with any other right, payment or benefit to or for the Optionee under all other agreements or benefit plans of the Company, by the Company or the Person making such payment or distribution or providing such right or benefit as a result of Section 280G of the Code, then, to the extent necessary to make the Payments deductible to the maximum extent possible (but only to such extent and after taking into account any reduction in the Payments relating to Section 280G of the Code under any other plan, arrangement or agreement), the Option held by the Optionee or any other right, payment or benefit under this Agreement shall not become exercisable, vested or paid. For purposes of determining whether any of the Payments would not be deductible as a result of Section 280G of the Code and the amount of such disallowed deduction, all Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as nondeductible, unless and except to the extent that in the opinion of a nationally recognized accounting firm selected by the Company (the “Accountants”), such Payments (in whole or in part) either do not constitute “parachute payments,” including by reason of Section 280G(b)(4) of the Code, or are otherwise not subject to disallowance as a deduction. All determinations required to be made under this subsection (a), including whether and which of the Payments are required to be reduced, the amount of such reduction and the assumptions to be utilized in arriving at such determination, shall be made by the Accountants, provided that such determinations shall be based upon “substantial authority” within the meaning of Section 6662 of the Code.
(b) Notwithstanding any other provision of this Agreement, the provisions of subsection (a) above shall not apply to reduce the Payments if the Payments that would otherwise be nondeductible under Section 280G of the Code are disclosed t...
Stockholder Approval. This Agreement (including the Merger) shall have been approved and adopted by the affirmative vote of the stockholders of the Company (unless the vote of stockholders is not required under the DGCL) as required by the DGCL and the Company Charter.
Stockholder Approval. The Company Stockholder Approval shall have been obtained.
Stockholder Approval. (a) As of the date of this Agreement, the Board of Directors of CCT has adopted resolutions approving the CCT Matters, including the Merger, on the terms and conditions set forth in this Agreement, declaring the Merger advisable, and directing that the CCT Matters, including the Merger, be submitted to CCT’s stockholders for their consideration, with the recommendation that the CCT stockholders approve the same. Notwithstanding anything to the contrary in Section 7.7, CCT shall submit to its stockholders the CCT Matters on the terms and conditions set forth in this Agreement and any other matters required to be approved or adopted by its stockholders in order to carry out the Transactions. In furtherance of that obligation, CCT shall take, in accordance with applicable Law and the CCT Charter and the CCT Bylaws, all actions necessary to send a notice as promptly as practicable (but in no event later than 10 Business Days) following the date on which the SEC declares the Registration Statement effective of which the Joint Proxy Statement/Prospectus forms a part, to convene the CCT Stockholders Meeting, as promptly as practicable thereafter, to consider and vote upon approval of the CCT Matters including the Merger, on the terms and conditions set forth in this Agreement as well as any other such matters. The record date for the CCT Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of FSIC (which prior written approval shall not be unreasonably delayed, conditioned or withheld). CCT shall use reasonable best efforts to obtain from CCT’s stockholders the vote required to approve the CCT Matters, on the terms and conditions set forth in this Agreement, including, subject to Section 7.7, by providing to CCT’s stockholders the CCT Board of Directors’ recommendation of the CCT Matters and including such recommendation in the Joint Proxy Statement/Prospectus and by, at the request of FSIC, postponing or adjourning the CCT Stockholders Meeting to obtain a quorum or solicit additional proxies; provided that CCT shall not postpone or adjourn the CCT Stockholders Meeting for any other reason without the prior written consent of FSIC (which prior written consent shall not be unreasonably delayed, conditioned or withheld). Without limiting the generality of the foregoing, CCT’s obligations pursuant to this Section 7.3(a) (including its obligation to submit to its stockholders the CCT Matters and any other matte...
Stockholder Approval. This Agreement and the Merger shall have been approved and adopted by the requisite vote of the stockholders of the Company;
Stockholder Approval. This Agreement shall have been approved by the requisite vote of the stockholders of Seller, Buyer and Acquisition Subsidiary;
Stockholder Approval. This Agreement shall have been duly adopted by the Required Company Stockholder Vote.
Stockholder Approval. On or prior to ten (10) calendar days after the Closing Date, the Company shall file with the SEC and, as soon as possible as permitted under the applicable rules and regulations promulgated by the SEC, provide each Stockholder of the Company with an information statement complying with the requirements of the 1934 Act and substantially in the form that has been previously reviewed and approved by the Investors and S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP at the expense of the Company informing such Stockholders of the actions taken in accordance with the Resolutions (as defined below) and of the Stockholder Approval (as defined below). In addition to the foregoing, if required by any governmental or regulatory agency, the Company shall provide each Stockholder entitled to vote at a special or annual meeting of Stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than seventy-three (73) calendar days after the Closing Date (the "Stockholder Meeting Deadline"), a proxy statement, in a form reasonably acceptable to the Investors after review by S▇▇▇▇▇▇ R▇▇▇ & Z▇▇▇▇ LLP at the expense of the Company, soliciting each such Stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (x) the increase in the authorized Common Stock from 400,000,000 shares to 1,000,000,000 shares (the "Capital Increase"), (y) a reverse stock split of the Common Stock at a rate of one (1) share of Common Stock for each two hundred and fifty (250) shares of Common Stock outstanding (the "Reverse Stock Split") and (z) the issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the "Stockholder Approval" and the date such approval is obtained, the "Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its Stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the Stockholders that they approve the Resolutions. The Company shall be obligated to seek to obtain the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting...
Stockholder Approval. This Agreement, on substantially the terms and conditions set forth in this Agreement, shall have been approved and adopted by the requisite affirmative vote of the holders of Company Common Stock entitled to vote thereon.