Buyer Shareholder Approval means the requisite approval for the Share Issuance Resolution, being a majority of the votes cast on the Share Issuance Resolution by holders of Buyer Shares present in person or represented by proxy at the Buyer Meeting.
Buyer Shareholder Approval shall have the meaning set forth in Section 4.14(a).
Buyer Shareholder Approval means collectively, (A) the affirmative vote in favor of the transactions contemplated by this Agreement by the holders of at least a majority of the shares of common stock of Buyer issued in Buyer’s initial public offering (the “IPO Shares”) that are present and entitled to vote at the Shareholder Meeting, and other shareholders of the Buyer shall have voted their shares in the same manner as such holders of IPO Shares, in accordance with, and as required by, the Buyer Charter Documents, (B) the affirmative vote of Buyer’s shareholders necessary under the Buyer Charter Documents and applicable law necessary to cause the directors of the Buyer as of the Effective Time to consist of the following individuals: Nxxxxx Xxxxxx, Jxxxx Xxxxx, Jxxxxxxx X. Xxxxxx, Cxxx X. Xxxxxx, Txxxxx X. Xxxxxxxx, Zxxx Xxxxxxxx, Axxxxxxxx Xxxxxxx and Jxxx Xxxxxxx (collectively, the “Buyer Post-Closing Directors”), (C) the affirmative vote of Buyer’s shareholders necessary to approve and adopt the amendment to Buyer’s Certificate of Incorporation in form attached hereto as Exhibit N (as so amended, the “Buyer Closing Certificate of Incorporation”), which amendment shall amend Buyer’s Certificate of Incorporation to increase the number of authorized shares of Buyer Common Stock to a number sufficient to satisfy Buyer’s obligations under this Agreement with respect to the issuance of Buyer Common Stock and which Buyer Closing Certificate of Incorporation shall be duly filed by Buyer with the Secretary of State for the State of Delaware and become effective under the laws of the State of Delaware no later than immediately prior to the Closing, (D) the affirmative vote of Buyer’s shareholders necessary to approve and adopt the amendment and restatement of the Buyer Closing Certificate of Incorporation in form attached hereto as Exhibit O (as so amended and restated, the “Buyer Post-Closing Certificate of Incorporation”), which Buyer Post-Closing Certificate of Incorporation shall be duly filed by Buyer with the Secretary of State for the State of Delaware promptly following the Closing and become effective under the laws of the State of Delaware no earlier than immediately after the Closing and no later than the close of business on the Closing Date and (x) until such time, Buyer covenants and agrees that no other amendment and/or modification to the Buyer Closing Certificate of Incorporation shall have been made or effected and (y) from and after the effectiveness of the Buyer Post-C...
Examples of Buyer Shareholder Approval in a sentence
Buyer shall actively solicit and recommend to its shareholders that they vote in favor of the Buyer Shareholder Approval.
This Agreement and the transactions it contemplates shall have received the (i) Requisite Company Stockholder Approval at the Company Meeting, and (ii) the Requisite Buyer Shareholder Approval at the Buyer Meeting.
Other than Buyer Shareholder Approval, no other corporate proceedings on the part of Buyer are necessary to authorize the transactions contemplated by this Agreement.
Telephone calls to Versa GSMC will not be accepted unless the customer has purchased at least a valid software subscription or Versa Networks service contract for the specific Versa hardware.
The execution and delivery of each of this Agreement and the consummation by it of the transactions contemplated hereunder and under the other agreements and instruments to be executed and delivered by it in connection with the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Buyer and no further consent or action is required by Buyer, its Board of Directors or its stockholders, subject to the receipt of the Buyer Shareholder Approval.
More Definitions of Buyer Shareholder Approval
Buyer Shareholder Approval has the meaning set forth in Section 5.7(d).
Buyer Shareholder Approval shall have the meaning set forth in Section 3G(ii).
Buyer Shareholder Approval means such approval as may be required by the applicable rules and regulations of any securities exchange upon which the Common Stock is traded or the Delaware General Corporation Law from (a) Seller Parent and (b) the majority of other shareholders of Buyer (other than Seller Parent) with respect to this Agreement and the transactions contemplated herein.
Buyer Shareholder Approval means the affirmative vote, with sufficient majority of Buyer Stock represented at the Buyer Shareholder Meeting, required under Swedish law to consummate the transactions contemplated herein as further detailed in Section 6.13.
Buyer Shareholder Approval means the approval of this Agreement and the transactions contemplated hereunder by the holders of a majority of the outstanding shares of Buyer entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose.
Buyer Shareholder Approval means the affirmative vote of the majority of the common shares of Walgreens represented and entitled to vote at a Walgreens shareholder meeting, voting to approve the issuance (collectively) of the Second Step Buyer Shares (as defined in the Acquisition Agreement).
Buyer Shareholder Approval means the approval of the Transaction and all other Voting Matters, by the Buyer Shareholders holding the number of shares of Buyer Ordinary Shares required under the laws of the Cayman Islands and Buyer’s Organizational Documents to authorize and approve such Voting Matters; provided that, even if such vote were obtained, the Buyer Shareholder Approval shall be deemed not to have occurred if holders of 35% or more of the shares of Buyer Ordinary Shares that were issued in Buyer’s initial public offering vote against the Transaction and properly elect redemption of their shares.