Examples of Disinterested Stockholders in a sentence
This Article XI shall not be amended without the affirmative vote of not less than a majority of the stock of the Corporation entitled to vote thereon; provided, however, that if, at the time of such vote, there shall be one or more Controlling Persons, such affirmative vote shall include the affirmative vote in favor of such amendment of not less than a majority of the voting power of the shares of stock of the Corporation entitled to vote thereon held by Disinterested Stockholders.
In addition, the merger agreement requires, as a non-waivable condition to the consummation of the merger, that stockholders holding at least a majority of the outstanding shares of Dole common stock held by Disinterested Stockholders (other than Dole’s directors and executive officers) vote “ FOR” the Merger Proposal.
Count I thus must be dismissed.B. A Majority of Disinterested Stockholders of Cyan Approved the Merger in a Fully Informed, Uncoerced Vote As a second and independent ground for dismissal of Count I, defendants seek to invoke the cleansing effect flowing from a fully informed, uncoerced stockholder vote under Corwin and its progeny.
February 28, February 28, February 28, 2015 2014 2013 Salaries and other short-term employee benefits $ 1,618,049 1,368,141 $ 1,486,391 Share-based compensation 1,553,543 3,423,243 1,871,224 $ 3,171,592 $ 4,791,384 $ 3,357,615 Share-based compensation does not include compensation to consultants.
In particular, the negotiations focused on Mr. Murdock’s revised proposal that the transaction be structured as a tender offer with a minimum condition of 70% of the outstanding Dole common stock (which would have required a majority of the shares held by Disinterested Stockholders to be tendered) and a top-up option intended to permit Mr. Murdock to acquire at least 90% of the outstanding shares of Dole common stock and effect a short-form merger.