Proxy Contest definition

Proxy Contest means any actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board, including, without limitation, any solicitation with respect to the election or removal of Directors of the Corporation, and any agreement intended to avoid or settle the results of any such actual or threatened solicitation.

Proxy Contest means the solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of Xxxxxx.

Proxy Contest means a solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors.

Examples of Proxy Contest in a sentence

• In addition, the Plan Administrator may provide that one or more of the Corporation’s repurchase rights with respect to some or all of the unvested shares held by Optionee upon (a) the occurrence of a Change in Control, (b) the consummation of a Proxy Contest, (c) upon the occurrence of any other specified event and/ or (d) the Involuntary Termination of Optionee’s Service within a designated period of time following a specified event shall immediately terminate and all of the shares shall become vested.

• The portion of any Incentive Option accelerated in connection with a Change in Control or Proxy Contest shall remain exercisable as an Incentive Option only to the extent the $100,000 limitation set forth in Section 2.6(C) is not exceeded.

• In the event a Proxy Contest occurs while Optionee remains a Board member, the shares of Common Stock at the time subject to each outstanding option granted pursuant to this Automatic Option Grant Program shall automatically vest in full so that each such option shall, immediately prior to the consummation of the Proxy Contest, become exercisable for all the shares subject to the option as fully vested shares of Common Stock.

• All outstanding repurchase rights under this Automatic Option Grant Program shall automatically terminate, and the shares of Common Stock subject to those terminated rights shall vest in full, immediately prior to the consummation of a Change in Control or a Proxy Contest that occurs while Optionee remains a Board member.

More Definitions of Proxy Contest

Proxy Contest means the solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of the Company.

Proxy Contest means a change in ownership or control of the Corporation effected through a change in the composition of the Board over a period of 36 consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (i) have been Board members continuously since the beginning of such period or (ii) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (i) who were still in office at the time the Board approved such election or nomination.

Proxy Contest means the solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of STWA.

Proxy Contest shall have the meaning set forth in Section 3 hereof.

Proxy Contest means any “solicitation” of “proxies” (each within the meaning of Section 14(a) of the Exchange Act) by a Person other than a Stockholder, a Controlled Affiliate thereof, the Company or the Board of Directors of the Company with respect to any matter submitted for (i) consideration at any annual or special meeting of the stockholders of the Company or (ii) stockholder action by written consent.

Proxy Contest shall have the meaning set forth in section 4.2(h).

Proxy Contest means the solicitation of proxies from Partners Fund shareholders related to approval of a new management agreement between Partners Fund and Salomon Brothers Asset Management Inc (the “Management Agreement”) and refers to the proxy statement filed and mailed by Partners Fund on or about September 22, 2005 and the proxy statement filed and mailed by XXX on or about September 22, 2005 and additional proxy materials sent with respect thereto.