Parent Voting Proposal definition
Examples of Parent Voting Proposal in a sentence
The Board of Directors of Parent shall (i) recommend approval of the Parent Voting Proposal and include in the Joint Proxy Statement such recommendation and (ii) take all reasonable and lawful action to solicit and obtain such approval; provided that Parent may withdraw such recommendation if the Board of Directors upon advice of its outside legal counsel determines that it is required to do so to comply with its fiduciary duties.
Section 4.02(a) Parent Voting Proposal.......................................
Parent shall submit the Parent Voting Proposal to its shareholders at the Parent Shareholders Meeting for the purpose of acting upon such proposal whether or not (A) the Parent Board at any time subsequent to the date of this Agreement effects a Change of Recommendation, or (B) any actual, potential or purported Acquisition Proposal or Superior Proposal has been commenced, disclosed, announced or submitted to Parent.
The Company Voting Proposal shall have been approved and adopted by the affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Meeting and the Parent Voting Proposal shall have been approved by the affirmative vote of the holders of a majority of the shares of Parent Common Stock voted at the Parent Meeting at which a quorum is present.
The Company Voting Proposal shall have been approved at the Company Shareholders’ Meeting by the Required Company Shareholder Vote and the Parent Voting Proposal shall have been approved at the Parent Stockholders’ Meeting by the applicable Required Parent Stockholder Vote.
Unless the Board of Directors of either party, or any committee thereof, shall effect a Change of Recommendation in accordance with Section 7.3, each of the Company and Parent shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the Company Voting Proposal or the Parent Voting Proposal, respectively, and to secure the Requisite Company Shareholder Approval and the Requisite Parent Shareholder Approval, respectively.
Parent shall submit the Parent Voting Proposal to its stockholders at the Parent Special Meeting for the purpose of acting upon such proposal, whether or not (A) the Parent Board, at any time subsequent to the date of this Agreement, effects a Change of Recommendation or (B) any actual, potential or purported Acquisition Proposal or Superior Proposal has been commenced, disclosed, announced or submitted to Parent.
The Parent Voting Proposal shall have been approved at the Parent Shareholders Meeting, at which a quorum is present, by the requisite vote of the shareholders of the Parent under applicable law, the rules of The NASDAQ Stock Market and the UKLA and the Parent’s Memorandum and Articles of Association.
No vote of the holders of shares of Parent Common Stock or any other class or series of capital stock of Parent is necessary to approve the Merger or the issuance of Parent Common Stock in connection therewith other than the approval of the Parent Voting Proposal.
Parent will, through its Board of Directors, recommend to its stockholders the approval of the Parent Voting Proposal and will use its best efforts to solicit from its stockholders proxies in favor of the Parent Voting Proposal.