Charter Amendment Proposals definition

Charter Amendment Proposals has the meaning set forth in Section 5.7(b) herein.
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Charter Amendment Proposals shall have the meaning given to such term in the Contribution Agreement, but shall not include any Necessary Charter Amendment Proposal (as defined in the Contribution Agreement).
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Charter Amendment Proposals means the seven separate proposals to be considered at the Shareholders Meeting to approve and adopt the proposed Amended and Restated Certificate of Incorporation, a copy of which is attached to this proxy statement/prospectus as Annex C, and the proposed Bylaws, a copy of which is attached to this proxy statement/prospectus as Annex D.
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Examples of Charter Amendment Proposals in a sentence

  • On February 19, 2021, the Tilray Board unanimously approved and declared advisable the Tilray Charter Amendment Proposals.

  • In the event that the Charter Amendment Proposals and the IMTA Amendment proposal do not receive approval from the holders of at least at least 65% of the Blue Wolf ordinary shares, Blue Wolf will be unable to consummate an initial business combination by April 20, 2013 and will terminate the Tender Offer.

  • While the number of votes received varies for each of the Charter Amendment Proposals, all of the Charter Amendment Proposals similarly obtained approval from a majority of the shares of Class A common stock outstanding on the record date.

  • In making your decision as to the Acquisition Proposal, please consider that pursuant to our Amended and Restated Certificate of Incorporation, if the Acquisition Proposal, the Charter Amendment Proposals and the Trust Agreement Amendment Proposal are not approved, stockholders will not be permitted to convert their shares in their pro rata portion of our trust account, even if such stockholders elected to exercise their conversion rights.

  • If Blue Wolf does not consummate a business combination by April 20, 2013 (or July 22, 2013 in the event that the Charter Amendment Proposals are approved), Blue Wolf will be required to dissolve and liquidate and all Blue Wolf warrants will expire worthless.

  • TABLE OF CONTENTSThe purpose of the Charter Amendment Proposals is to allow Blue Wolf more time to complete its proposed business combination with Target.

  • A: We are proposing the Adjournment Proposal to allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal and the Charter Amendment Proposals, but no other proposal if the Business Combination Proposal and the Charter Amendment Proposals are approved.

  • It is important for you to note that in the event that the Business Combination Proposal and the Charter Amendment Proposals do not receive the requisite vote for approval, then we will not consummate the Business Combination.

  • Consequences if the Adjournment Proposal is Not Approved If the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal and the Charter Amendment Proposals.

  • The Business Combination is conditioned on the approval of the Business Combination Proposal and the Charter Amendment Proposals at the Special Meeting.


More Definitions of Charter Amendment Proposals

Charter Amendment Proposals means the proposals to (a) approve and adopt the Proposed Charter (other than the proposals addressed in Charter Amendment Proposal B), which, if approved, would amend and restate the Current Charter, and which, if approved, would take effect upon the Closing; and
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Related to Charter Amendment Proposals

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

  • Superior Acquisition Proposal means any Acquisition Proposal containing terms which the Company Board determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company’s stockholders than the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Company Board, is reasonably capable of being obtained by such third party.

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • Transaction Proposals has the meaning specified in Section 8.2(b).

  • Order Amendment means Our Authorised Order Amendment or series of Order Amendments, each Order Amendment having precedence over any earlier Order Amendment.

  • Parent Acquisition Proposal means any offer or proposal for, or any indiction of interest in, a merger, consolidation or other business combination involving Parent or any of the Parent Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, Parent or any of the Parent Subsidiaries, other than the transactions contemplated by this Agreement and the Other Purchase Agreements.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Articles of Arrangement means the articles of arrangement of the Company in respect of the Arrangement required by the OBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

  • Articles of Amendment means the Articles of Amendment relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Certificate of Arrangement means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement.

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Plan of Arrangement means the plan of arrangement, substantially in the form set out in Schedule A, subject to any amendments or variations to such plan made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

  • Stockholder Approval has the meaning set forth in Section 4.5.

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Requisite Stockholder Approval means the affirmative vote of the holders of a majority of that company’s issued and outstanding shares entitled to vote on the Merger actually voting in favor of this Agreement and the Merger.

  • Notice of Superior Proposal has the meaning set forth in Section 5.09(e).

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Requisite Company Vote has the meaning set forth in Section 3.03(a).

  • Project Proposal is the final and written description of the Project as described in Exhibit A, to be undertaken by Sub-recipient for which the Project Funds is granted and performance is required and monitored pursuant to this PFA.

  • Restated Articles means the Amended and Restated Memorandum and Articles of Association of the Company.

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Tariff Amendment means an amendment made by XXXXX, from time to time, to the tariff applicable to this Licence, on notice to the Licensee.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.