Shareholder Voting Agreements definition

Shareholder Voting Agreements shall have the meaning ascribed thereto in the recitals.
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Shareholder Voting Agreements has the meaning set forth in Article 7.11 of this Agreement.
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Shareholder Voting Agreements means those certain Voting Agreements (each of which is in the form set forth on Annex B to this Agreement) executed by the Voting Shareholders in connection with the execution and delivery of this Agreement.
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Examples of Shareholder Voting Agreements in a sentence

  • Except as set forth in this Section 4.03 or the Parent Shareholder Voting Agreements, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Parent or any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, Parent or any Parent Subsidiary.

  • A committee of disinterested directors of the Company Board (which are all of the non-employee directors) has unanimously approved the Acquisition Merger and the other transactions contemplated hereby by the Company Board under the provisions of 302A.673 of the MBCA such that Section 302A.673 of the MBCA does not prohibit this Agreement, the Company Shareholder Voting Agreements or the transactions contemplated hereby.

  • A committee of disinterested directors of the Company Board (which are all of the non-employee directors) has unanimously approved the Merger and the other transactions contemplated hereby under the provisions of 302A.673 of the MBCA such that Section 302A.673 of the MBCA does not prohibit or place any moratorium on this Agreement, the Company Shareholder Voting Agreements, the Merger or the transactions contemplated hereby.

  • This Agreement, the Shareholder Voting Agreements, the ---------------- Pre-Existing NDA, the Lock-up Agreements, and the related documents contained as Exhibits and Schedules hereto or expressly contemplated hereby contain the entire understanding of the parties relating to the subject matter hereof and supersede all prior written or oral and all contemporaneous oral agreements and understandings relating to the subject matter hereof.

  • In no event shall the aggregate number of shares of Company Common Stock covered by the Company Shareholder Voting Agreements exceed the Voting Power Threshold.

  • As of the date of this Agreement, the shareholders identified in Section 3.10(a) of the Parent Disclosure Letter have executed Parent Shareholder Voting Agreements and, to Parent’s Knowledge, as of the date of this Agreement, such shareholders collectively represent at least 5.2% of the outstanding voting power of Parent.

  • The representations, warranties, --------------------------------------- covenants and agreements set forth in this Agreement, the Shareholder Voting Agreements, the Pre-Existing NDA, and the Lock-up Agreements, constitute all the representations, warranties, covenants and agreements of the parties hereto and their respective shareholders, directors, officers, employees, affiliates, advisors (including financial, legal and accounting), agents and representatives and upon which the parties have relied.

  • Subject to the Shareholder Voting Agreements (for as long as any is applicable), the Shareholders shall have the full discretion and right to the exercise any and all of the voting rights pertaining to the Consideration Shares (and any stock dividend thereon).

  • Subject to the Shareholder Voting Agreements (for as long as any is applicable), the Shareholders shall have the full discretion and right to the exercise any and all of the voting rights pertaining to the Consideration Shares (and any stock dividend thereon), and the Escrow Agent shall establish the Shareholders as the recipient for all proxy voting materials for their Consideration Shares and vote the Consideration Shares solely in accordance with the written instructions of the Shareholders.

  • Prior to or concurrent with the execution and delivery of this Agreement, the Pubco Shareholder Voting Agreements shall have been executed and delivered to Verano and Pubco.


More Definitions of Shareholder Voting Agreements

Shareholder Voting Agreements shall have the meaning ascribed thereto in the Preamble hereof.
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Shareholder Voting Agreements. Preamble "Shares" Preamble "Short Period" Preamble Term Section ---- -------
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Related to Shareholder Voting Agreements

  • Voting Agreements has the meaning set forth in the Recitals.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Voting Agreement has the meaning set forth in the Recitals.

  • 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.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • 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.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • 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.

  • Company Voting Securities means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors to the Board.

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

  • 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;

  • Merger Agreement has the meaning set forth in the Recitals.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016 as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;

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

  • 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.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Shareholders' Agreements shall have the meaning provided in Section 5.05.

  • Required Shareholder Approval has the meaning in Section 2.20.

  • Non-Voting Shares means a particular Class of Shares that do not carry the right to notice of or to attend or vote at general meetings of the Company or the relevant Fund.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Company Shareholder Meeting has the meaning specified in Section 8.2(b).

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Shareholders Agreement has the meaning set forth in the recitals.