Shareholder Meeting definition
Examples of Shareholder Meeting in a sentence
The Stockholder hereby irrevocably appoints the Company, and any designee of the Company, as the Stockholder’s attorney-in-fact and proxy (the “Proxy”), with full power of substitution, to vote all Covered Shares beneficially owned by the Stockholder at any Shareholder Meeting, and in any action by written consent of the shareholders of the Company, in accordance with Section 2.2 of this Voting Agreement.
Unless the Company will have made a Recommendation Change in accordance with Section 6.1(d), the Company will include the Company Recommendation in the Proxy Statement and will solicit, and use its reasonable best efforts to obtain, the Company Shareholder Approval at the Company Shareholder Meeting (including by soliciting proxies in favor of the adoption of this Agreement).
Without the prior written consent of Parent, the adoption of this Agreement will be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by the Company’s shareholders in connection with the adoption of this Agreement) that the Company will propose to be acted on by the shareholders of the Company at the Company Shareholder Meeting.
Once established, the Company will not change the record date for the Company Shareholder Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned) or as otherwise required by applicable Law (including any requirement of Law in connection with any rescheduling, postponement or adjournment of the Company Shareholder Meeting that is permitted hereunder).
Holders of no more than ten percent (10%) of the outstanding shares of Company Common Stock entitled to vote as of the record date for the Company Shareholder Meeting, in the aggregate, shall have exercised statutory dissenters’ rights pursuant to Sections 302A.471 and 302A.473 of the MBCA with respect to such shares of Company Common Stock and shall not have withdrawn or lost such rights.