Sufficient Stockholder Vote definition

Sufficient Stockholder Vote has the meaning set forth in Section 4.2.
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Sufficient Stockholder Vote shall have the meaning ascribed to such term in Section 2.4 hereof.
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Examples of Sufficient Stockholder Vote in a sentence

  • Stockholders constituting the Sufficient Stockholder Vote shall have approved this Agreement, and the transactions contemplated hereby, including the Merger and the appointment of the Stockholder Representative.

  • Parent shall have received a certificate, validly executed by the Secretary of the Company, certifying (i) as to the terms and effectiveness of the Charter Documents, (ii) as to the valid adoption of resolutions of the Board of Directors of the Company (whereby this Agreement was approved by the Board of Directors) and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement.

  • Stockholders constituting the Sufficient Stockholder Vote shall have approved this Agreement, the Merger and the transactions contemplated hereby, including the appointment of the Securityholder Representative.

  • Stockholders constituting the Sufficient Stockholder Vote shall have approved this Agreement.

  • Buyer shall have received a certificate, validly executed by the Secretary of the Company, certifying as to (i) the terms and effectiveness of the Charter Documents, (ii) the valid adoption of resolutions of the Company Board (whereby the Merger and the transactions contemplated hereunder were unanimously approved by the Company Board), and (iii) that the Stockholders constituting the Sufficient Stockholder Vote have approved this Agreement and the consummation of the transactions contemplated hereby.

  • After receipt of the Sufficient Stockholder Vote, no amendment shall be made which by law requires further approval by such stockholders without such further approval.

  • Stockholders constituting the Sufficient Stockholder Vote shall have adopted this Agreement, and approved the transactions contemplated hereby, including the Merger and the appointment of the Stockholder Representative.

  • This Agreement may be terminated and the Merger abandoned at any time prior to the Closing by Parent if the Company does not deliver evidence of the Sufficient Stockholder Vote by 6:00 p.m. (ET) time on the date hereof.

  • The Sufficient Stockholder Vote is the only vote of the Stockholders required under applicable Laws, the DGCL, the Charter Documents and any Contract to which the Company or any of its subsidiaries is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

  • The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Sufficient Stockholder Vote, to consummate the transactions contemplated hereby and thereby.

Related to Sufficient Stockholder Vote

  • 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.

  • 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.

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

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

  • 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.

  • Required Shareholder Approval has the meaning in Section 2.20.

  • 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.

  • 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.

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • Requisite Shareholder Approval shall have the meaning set forth in Section 4.3(a).

  • 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;

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

  • 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.

  • Common Stockholders means holders of shares of Common Stock.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

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

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

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • Company Shareholders means holders of Company Shares.

  • 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.

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

  • Merger Sub Board means the board of directors of Merger Sub.

  • Required Vote has the meaning ascribed thereto in Section 2.2(b);

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.