Shareholder Ratification definition

Shareholder Ratification means the ratification by the Company’s shareholders at the Company Shareholders’ Meeting, in compliance with the Company Articles, the Company Bylaws, and all applicable Laws, including, without limitation, the ABCA (collectively, the “Voting Requirements”), of all past actions purportedly taken by the Company that, under the Voting Requirements, required the consent of the Company’s shareholders at a validly called and duly held meeting of the Company’s shareholders at which a valid quorum as required by the Voting Requirements was present, but which consent was obtained at a shareholders’ meeting that for any reason did not comply with the Voting Requirements, including, but not limited to, because a valid quorum as required by the Voting Requirements was not present at any such meeting, including the following past actions of the Company: (i) amending the Company Articles to increase the number of authorized shares of Company Stock from 5,000,000 shares to 10,000,000 shares, as the Company attempted to do at a special shareholders meeting held on or about September 23, 2005, (ii) all issuances of Company Common Stock in excess of 5,000,000 shares, and (iii) the election of the Company’s board of directors at every purported annual meeting of the Company’s shareholders held between 1998 and 2007.
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Shareholder Ratification has the meaning set forth in Section 3.2.
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Shareholder Ratification means the ratification by the Company’s shareholders at the Company Shareholders’ Meeting, in compliance with the Company Articles, the Company Bylaws, and all applicable Laws, including, without limitation, the ABCA (collectively, the “ Voting Requirements ”), of all past actions purportedly taken by the Company that, under the Voting Requirements, required the consent of the Company’s shareholders at a validly called and duly held meeting of the Company’s shareholders at which a valid quorum as required by the Voting Requirements was present, but which consent was obtained at a shareholders’ meeting that for any reason did not comply with the Voting Requirements, including, but not limited to, because a valid quorum as required by the Voting Requirements was not present at any such meeting, including the following past actions of the Company: (i) amending the Company Articles to increase the number of authorized shares of Company Stock from 5,000,000 shares to 10,000,000 shares, as the Company attempted to do at a special shareholders meeting held on or about September 23, 2005, (ii) all issuances of Company Common Stock in excess of 5,000,000 shares, and (iii) the election of the Company’s board of directors at every purported annual meeting of the Company’s shareholders held between 1998 and 2007.
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Examples of Shareholder Ratification in a sentence

  • Subject to Section 6.4, the Company shall call and hold a meeting of the holders of Company Stock (the “Company Shareholders’ Meeting”) as promptly as reasonably practicable following the date on which the Proxy Statement is cleared by the SEC (but taking into account any advance notice or other requirements under applicable Law) for the purpose of obtaining the Shareholder Approval and the Shareholder Ratification.

  • The Buyer hereby agrees to promptly notify the Seller of Shareholder Ratification in writing.

  • The Company has disclosed that the Reorganization will require the ratification and/or approval by the shareholders of the Company holding at least 50.1% of the Common Stock outstanding immediately preceding the Reorganization (the "Shareholder Ratification").

  • Without limiting the generality of the foregoing, if the Effective Time shall not have occurred by the Outside Date as a result of the failure to obtain FCC approval for the transactions contemplated by the Transfer Agreement, the ASX Waiver, or, if the ASX Waiver is not granted, the Shareholder Ratification, the Agreement shall remain in effect until terminated by the Company, which shall be the sole remedy of the Company in such event.

  • Subject to Section 6.4.2, the Company shall use its best efforts to obtain Shareholder Approval and the Shareholder Ratification and the vote necessary to approve the Asset Sale at the Company Shareholders’ Meeting or any adjournment thereof.

  • Preferred Stock required by the ASX Listing Rules (the "Shareholder Ratification").

  • The Company will deliver to Buyer promptly after the conclusion of the Company Shareholders’ Meeting a certificate of its Secretary stating the number of shares voted for and against the Asset Sale proposal and the Shareholder Ratification proposal, as well as, for both proposals, the number of abstentions and broker non-votes.

  • In the event the Buyer does not notify the Seller of Shareholder Ratification within fifty (50) days after the Effective Date hereof, then this Agreement shall be deemed terminated and of no further force and/or effect and Buyer and Seller shall be released of all further obligations under this Agreement, except for those obligations specifically stated to survive termination of this Agreement.

  • The Company and Orix hereby covenant and agree to operate the Company and Orix preceding the consummation of the Shareholder Ratification as if the Reorganization has occurred; PROVIDED, HOWEVER, the separate corporate existence of Orix shall be maintained, and the Company shall not comingle the assets and liabilities of Orix with the assets and liabilities of the Company or any other Subsidiary.

  • The items which the Shareholder Ratification shall cover shall include, among other items requested by the Company and approved by the Purchasers, the following: (a) Approval of the Reorganization; and (b) The reincorporation of the Company from the State of California to the State of Delaware (the "Reincorporation").