Company Stockholder Proposal definition

Company Stockholder Proposal means the proposal, to be submitted to Company's stockholders at the Company Stockholders' Meeting, that provides for the adoption of this Agreement and the approval of the Merger.
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Company Stockholder Proposal means a single proposal, to be submitted to Company's stockholders at the Company Stockholders' Meeting, that provides for approval of (i) the issuance of shares of Company Common Stock in the Merger; (ii) an amendment to paragraph A of Article Six of the Company's Amended and Restated Certificate of Incorporation to eliminate the requirement that the number of directors in each of the three classes into which the Company's Board of Directors is divided must be as nearly equal as reasonably possible; and (iii) if and to the extent necessary to (1) effect the Merger; (2) provide for the reservation of shares of Company Common Stock in connection therewith; and (3) leave the Company with a number of authorized but unissued shares of Company Common Stock that bears approximately the same percentage to the total number of shares of Company Common Stock outstanding and reserved for issuance immediately after the Effective Time as the number of authorized but unissued shares of Company Common Stock immediately before the Effective Time bears to the total number of shares of Company Common Stock outstanding and reserved for issuance immediately before the Effective Time, an amendment to the number of shares of Company Common Stock authorized to be issued thereunder.
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Company Stockholder Proposal has the meaning set forth in Section 5.5.
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Examples of Company Stockholder Proposal in a sentence

  • The Company Stockholder Proposal shall have been approved at the Company Stockholders' Meeting by the Company Requisite Vote and the Parent Stockholder Proposal shall have been approved at the Parent Stockholders' Meeting by the Parent Requisite Vote.

  • Subject to Section 6.2(c) and Section 6.2(d) hereof, the Proxy Statement shall also include the recommendations of (i) the Board of Directors of Company in favor of approval of the Company Stockholder Proposal, and (ii) the Board of Directors of Parent in favor of approval of the Parent Stockholder Proposal.


More Definitions of Company Stockholder Proposal

Company Stockholder Proposal means a single proposal, to be submitted to Company's stockholders at the Company Stockholders' Meeting, that provides for approval of (i) the issuance of shares of Company Common Stock in the Merger;
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Related to Company Stockholder Proposal

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Company Shareholder Meeting has the meaning set forth in Section 5.13(b).

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • 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.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Parent Stockholders means the holders of Parent Common Stock.

  • Common Stockholders means holders of shares of Common Stock.

  • Parent Stockholder Approval has the meaning set forth in Section 5.2.

  • Company Shareholder means any holder of any Company Shares.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

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

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • 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.

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

  • 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.

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Common Shareholders means the holders of the Common Shares.

  • Alternative Transaction Proposal means any offer, proposal or indication of interest (whether binding or non-binding), or any public announcement of an intention to make any offer, proposal or indication of interest, to the Company or Company Stockholders regarding an Alternative Transaction.

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.