Requisite Buyer Shareholder Approval definition

Requisite Buyer Shareholder Approval has the meaning set forth in Section 4.05.
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Requisite Buyer Shareholder Approval means the approval required by Section 251 of the DGCL of the Agreement and by Nasdaq Listing Rule 5635(a) of the Buyer Share Issuance by the holders of at least a majority of the total votes cast at the Buyer Meeting.
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Requisite Buyer Shareholder Approval shall have the meaning as set forth in Section 5.2(a) of the Agreement.
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Examples of Requisite Buyer Shareholder Approval in a sentence

  • This Agreement and the transactions it contemplates shall have received the (i) Requisite Company Stockholder Approval at the Company Meeting, and (ii) the Requisite Buyer Shareholder Approval at the Buyer Meeting.

  • Telephone calls to Versa GSMC will not be accepted unless the customer has purchased at least a valid software subscription or Versa Networks service contract for the specific Versa hardware.

  • By either Buyer or Company if the Requisite Company Shareholder Approval or Requisite Buyer Shareholder Approval shall not have been obtained by reason of the failure to obtain the required vote at the duly held meeting of such holders or at any adjournment or postponement thereof provided that the Discussion Period provided by Section 5.26 shall have expired and the parties have not signed an amendment to this Agreement.

  • The Requisite Company Stockholder Approval and the Requisite Buyer Shareholder Approval shall have been obtained.

  • The shares of Buyer Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement and subject to the receipt of the Requisite Buyer Shareholder Approval, will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to preemptive rights and will be issued in compliance in all material respects with applicable federal or state securities Laws.

  • This Agreement and the transactions contemplated hereby shall have received the Requisite Company Shareholder Approval and the Buyer Share Issuance shall have received the Requisite Buyer Shareholder Approval.

  • Subject only to the receipt of the Requisite Buyer Shareholder Approval at the Buyer Meeting and Buyer Bank Shareholder Approval, this Agreement and the transactions contemplated hereby have been authorized by all necessary corporate action of Buyer and Buyer Bank and Buyer and Buyer Bank’s respective duly constituted boards of directors on or prior to the date hereof.

  • The shareholders of SB and the shareholders of Buyer shall have approved this Agreement, and the consummation of the transactions contemplated hereby, including the Merger, by the Requisite SB Shareholder Approval or the Requisite Buyer Shareholder Approval, as applicable, as and to the extent required by Law and by the provisions of their respective articles of incorporation and bylaws.

  • Buyer’s board of directors has directed that this Agreement be submitted to the Buyer’s shareholders for approval and, except for the receipt of Requisite Buyer Shareholder Approval in accordance with the MBCA, Buyer’s Articles of Organization and Bylaws, no other vote of the shareholders of Buyer is required by Law, the Articles of Organization of Buyer, the Bylaws of Buyer or otherwise to approve this Agreement and the transactions it contemplates.

  • Buyer shall solicit and use its reasonable efforts to obtain the Requisite Buyer Shareholder Approval.


More Definitions of Requisite Buyer Shareholder Approval

Requisite Buyer Shareholder Approval means the affirmative vote of the holders of 100% of the Buyer Shares in favor of this Agreement and the Merger.
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Requisite Buyer Shareholder Approval shall have the meaning as set forth in Section 5.2(a) of the Agreement. “Requisite SB Shareholder Approval” shall have the meaning as set forth in Section 4.2(a) of the Agreement. “Retention Plan” shall have the meaning set forth in Section 7.10(b) of the Agreement. “Rights” shall mean all arrangements, calls, commitments, Contracts, options, rights to subscribe to, scrip, warrants, or other binding obligations of any character whatsoever by which a Person is or may be bound to issue additional shares of its capital stock or other securities, securities or rights convertible into or exchangeable for, shares of the capital stock or other securities of a Person or by which a Person is or may be bound to issue additional shares of its capital stock or other Rights. “Xxxxxxxx-Xxxxx Act” means the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder. “SB” shall have the meaning as set forth in the introduction of the Agreement. “SB Benefit Plan(s)” shall have the meaning as set forth in Section 4.15(a) of the Agreement. “SB Common Stock” means the common stock, par value $0.01 per share, of SB. “SB Contracts” shall have the meaning as set forth in Section 4.16(a) of the Agreement. “SB D&O Policy” shall have the meaning as set forth in Section 7.12(b) of the Agreement. “SB Disclosure Memorandum” means the written information entitled “Select Bancorp, Inc. Disclosure Memorandum” delivered with this Agreement to Buyer and attached hereto. “SB Entities” means, collectively, SB and all SB Subsidiaries. “SB ERISA Plan” shall have the meaning as set forth in Section 4.15(a) of the Agreement. “SB Exchange Act Reports” shall have the meaning as set forth in Section 4.5(a) of the Agreement. “SB Financial Advisor” means Xxxxxxx Xxxxx & Associates, Inc. “SB Financial Statements” means (i) the consolidated balance sheets of SB as of December 31, 2020 and 2019, and the related statements of income, comprehensive income, changes in shareholders’ equity, and cash flows (including related notes and schedules, if any) for each of the three fiscal years ended December 31, 2020, 2019, and 2018 as filed by SB in Exchange Act Documents, and (ii) the consolidated balance sheets of SB (including related notes and schedules, if any) and related statements of income, comprehensive income, changes in shareholders’ equity, and cash flows (including related notes and schedules, if any) included in Exchange Act Documents, as amended, filed with respect to periods...
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Requisite Buyer Shareholder Approval means, if and as such approval is required by the NYSE Rules, the approval of the issuance of the shares of Buyer Common Stock in connection with the transactions contemplated by this Agreement by a majority of the votes cast at the Buyer Meeting.
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Related to Requisite Buyer Shareholder Approval

  • Required Shareholder Approval has the meaning in Section 2.20.

  • Requisite Shareholder Approval means the affirmative vote of a majority of the outstanding shares of the Preferred Stock and the Common Stock (voting together as a single class) and the affirmative vote of a majority of the outstanding shares of Common Stock (voting separately as a single class), in each case approving the Authorized Shares Amendment.

  • Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • 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.

  • Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.

  • Shareholder Approval Date means the date on which this Plan is approved shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed on quoted, and other laws, regulations and obligations of the Company applicable to the Plan.

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

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

  • Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Shareholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from the shareholders of the Company to permit the exercise of the Warrants.

  • Majority Shareholder Vote means a vote of “a majority of the outstanding voting securities” (as such term is defined in the 0000 Xxx) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.

  • Authorized Share Approval means approval of the Amendment by the shareholders of the Company.

  • Company Shareholder Meeting has the meaning set forth in Section 5.2(a).

  • Requisite Approval means the affirmative vote of the holders of (a) at least a majority of the outstanding shares of Company Capital Stock, voting together as a single class and (b) at least a majority of the outstanding shares of Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, voting together as a single class on an as-converted basis.

  • Company Shareholders Meeting shall have the meaning set forth in Section 2 hereof.

  • HSR Approval means expiration of all applicable waiting periods under the HSR Act (including any voluntary agreed extensions) or earlier termination thereof.

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

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

  • 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.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • IRB approval means the determination of the IRB that the research has been reviewed and may be conducted at an institution within the constraints set forth by the IRB and by other institutional and federal requirements.

  • Required Approval has the meaning specified in Section 2.2(b).

  • CPUC Approval means a final and non-appealable order of the CPUC, without conditions or modifications unacceptable to the Parties, or either of them, which contains the following terms:

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.