Company Stockholder Proposals definition

Company Stockholder Proposals means the proposals for (i) the adoption and approval of this Agreement and the Transactions and (ii) the adoption and approval of each other proposal reasonably agreed to by the Company and SPAC as necessary or appropriate in connection with the consummation of the Transactions that would require the approval of all or certain holders of Company Stock.
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Company Stockholder Proposals means, collectively, the Charter Amendment Proposal and the Nasdaq Proposal.
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Company Stockholder Proposals means (i) the consummation of the Reverse Split, (ii) the proposed amendment to the Certificate of Incorporation of the Company increasing the number of shares of capital stock that the Company shall be authorized to issue to 800 million shares of capital stock, consisting of 750 million shares of common stock, $0.001 par value, of the Company and 50 million shares of preferred stock, $0.001 par value, of the Company, and (iii) such other changes reasonably satisfactory to the Investors.
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Examples of Company Stockholder Proposals in a sentence

  • The Company Stockholder Proposals shall have been approved by the stockholders of the Company in accordance with the DGCL and the Company’s Certificate of Incorporation, and the Share Issuance shall have been approved by the shareholders of Buyer in accordance with the Minnesota Business Corporation Act (the “MBCA”) and Buyer’s Articles of Incorporation.

  • Each Investor agrees that it shall vote all shares of Common Stock, if any, beneficially owned by it or any of its Subsidiaries in favor of the Company Stockholder Proposals at the Company Stockholder Meeting.

  • The execution, delivery, and performance of this Agreement by the Company have been duly authorized by the Board of Directors of the Company, and no further corporate action of the Company, other than the approval of Company Stockholder Proposals in accordance with Section 7.1 and the filing of the Articles of Merger with the Secretary of State of the State of Delaware, is necessary to consummate the transactions contemplated hereby.

  • The Company shall take all actions as are reasonably necessary or appropriate to solicit from the Company Stockholders proxies in favor of the Company Stockholder Proposals.

  • Buyer shall have received a written opinion from E*Law Group to the effect that the Merger and the Company Stockholder Proposals have been duly authorized by all necessary corporate action on the part of the Company.

  • The Company shall engage a proxy soliciting firm reasonably acceptable to Saratoga to assist in the solicitation of proxies with respect to the Company Stockholder Proposals at the Company Stockholder Meeting.

  • The Company has the corporate power and authority to execute and deliver this Agreement and, subject to the approval of Company Stockholder Proposals (defined in Section 7.1) in accordance with Section 7.1, to consummate the transactions contemplated hereby.

  • Subject to Section 7.03, the Proxy Statement shall include the Company Board Recommendation in favor of each of the Company Stockholder Proposals.

  • The Board of Directors of the Company (i) has approved the Company Stockholder Proposals, (ii) has determined that this Agreement and the Merger are advisable and in the best interests of such stockholders of the Company and are on terms that are fair to the stockholders and (iii) will recommend that the stockholders of the Company approve the Company Stockholder Proposals.

  • Subject to the provisions of Section 4.5(a), the Board of Directors of the Company recommends that the Company Stockholders approve the Company Stockholder Proposals (the “Company Recommendation”) and the Company shall include the Company Recommendation in the Joint Proxy Statement/Prospectus.


More Definitions of Company Stockholder Proposals

Company Stockholder Proposals means (i) the consummation of the Divestment, (ii) the consummation of the Reverse Split, (iii) the proposed amendment to the Certificate of Incorporation of the Company (A) increasing the number of shares of Common Stock that the Company shall be authorized to issue to 225 million shares of common stock, $0.001 par value, of the Company and 25 million shares of preferred stock, $0.001 par value, of the Company, (B) providing for indemnification of and advancement of expenses for officers and directors to the maximum extent permitted by applicable law, (C) providing that the size of the Board shall be determined as provided in the Company’s bylaws, and (D) such other changes reasonably satisfactory to the Investors and (iv) adoption of new bylaws in a form reasonably satisfactory to the Investors.
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Related to Company Stockholder Proposals

  • Company Stockholders means the holders of shares of Company Capital Stock.

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

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

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Common Stockholders means holders of shares of Common Stock.

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

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

  • Company Shareholder Meeting has the meaning set forth in Section 5.13(b).

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Parent Stockholder Approval has the meaning set forth in Section 5.2.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • 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.

  • Company Shareholder means any holder of any Company Shares.

  • Common Shareholders means the holders of the Common Shares.

  • Public Stockholders means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

  • Scheme Shareholders means the holders of Scheme Shares;

  • Parent Shareholder Approval means the approval of the Parent Share Issuance by the affirmative vote of a majority of the Parent Common Shares entitled to vote thereon and present in person or represented by proxy at the Parent Shareholder Meeting in accordance with applicable securities Laws, the rules and regulations of the NYSE and the TSX, as applicable, the ABCA and the Organizational Documents of Parent.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Dissenting Stockholders shall have the meaning set forth in Section 3.3.

  • Dissenting Shareholders has the meaning set forth in Section 2.06.