Election Contest definition

Election Contest is used as it is defined for purposes of Rule 14a-11 under the Exchange Act;

Election Contest means a solicitation with respect to the election or removal of directors that is subject to the provisions of Rule 14a-11 of the 1934 Act.

Election Contest means a solicitation of proxies of the kind described in Rule 14a-12(c) under the Exchange Act.

Examples of Election Contest in a sentence

• Notwithstanding the foregoing, an individual shall not be deemed to be an Approved Director if such individual became a member of the Board as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies by or on behalf of anyone other than the Board (a “Proxy Contest”), or as a result of an agreement to avoid or settle an Election Contest or Proxy Contest.

• Act) or other actual solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board (a "Proxy Contest"), or (ii) by reason of any agreement intended to avoid or settle any actual or threatened Election Contest or Proxy Contest.

• Without the Company's prior written consent, the Purchaser shall not solicit proxies with respect to any Shares of the Company owned by the Purchaser, nor shall it become a "participant" in any "Election Contest" (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) relating to the election of directors of the Company.

• The term "Election Contest" as used herein has the meaning ascribed to it in Section 19(c).

• The Holder of a Security may convert the principal amount of the Security in whole, and accrued interest thereon, or, if less than the whole principal amount, any portion thereof that is in an integral multiple of $100 and accrued interest on such portion, into Common Stock at the Conversion Price: (i) at any time after December 31, 2001 and before the close of business on the Maturity Date, (ii) in the event of an Election Contest, and (iii) upon a Change of Control.

More Definitions of Election Contest

Election Contest means an election contest described in Rule 14a-11 promulgated under the Securities Exchange Act.

Election Contest means a solicitation with respect to the election or removal of directors that, if STWA was subject to the provisions of the 1934 Act, would be subject to the provisions of Rule 14a-11 of the 1934 Act.

Election Contest means solicitations subject to Rule 14a-12(c) promulgated under the Exchange Act.

Election Contest means a solicitation of proxies of the kind described in Rule 14a‑12(c) under the Exchange Act.

Election Contest group," "participant," "person," "proxy," "security," and "solicitation" (and the plurals thereof) will be ascribed a meaning no less broad than the broadest definition or meaning of such terms under the United States Securities Exchange Act of 1934, as amended, or the Securities Act (British Columbia) and the respective rules and regulations promulgated thereunder and (b) any director, officer, employee, agent, lender, partner or representative of a party, including, without limitation, any accountant, consultant, attorney or financial advisor engaged by any party, is herein referred to as a "Representative" of such party.

Election Contest means an election contest described in Rule 14a-11 promul- gated under the Securities Exchange Act.

Election Contest means any filing pursuant to Rule 14a-11 under the Securities Exchange Act of 1934, as amended, by any Person or group of Persons for the purpose of opposing a solicitation by the Company with respect to the election of directors of the Company. Interest on this Note will accrue through the date that this Note has been surrendered for conversion and will, at the Company's option, be payable in cash or be converted into Common Stock of the Company along with the principal amount of this Note (as discussed in Section 2). "Change of Control" means the acquisition (or the announcement of an intent to acquire), directly or indirectly, by any Person (as defined in the Indenture) or group of Persons acting together, for a similar purpose, other than the "Stockholders Group," or any of them or the Affiliates (as defined in the Indenture) of beneficial ownership of shares of the Capital Stock of the Company in such amount that, after giving effect to such acquisition, such Person or Persons shall be entitled to vote 25% or more of the shares entitled to vote, as at such date, in the election of directors of the Company. The "Stockholders Group" means Edwix X. Xxxx, Xxrex X. Xxxx, XXW Partners, and Martxx Xxxst. The initial Conversion Price is $0.40 per share. The Conversion Price is subject to adjustments as specified in the Indenture. No fractional shares of Common Stock shall be issued upon conversion, but, instead, to the extent that any fraction of a share would otherwise be issuable, the Company will round such fraction of a share up to the nearest whole share. To convert this Note under this Section 7, a Holder must (i) complete and sign the conversion notice on the back of this Note, (ii) surrender this Note to a Conversion Agent, (iii) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent and (iv) pay any transfer tax or similar tax if required. If the Company is a party to a consolidation or merger or a transfer or lease of all or substantially all of its assets, the right to convert this Note into Common Stock (to the extent such right has not been previously exercised by the Holder upon any Change of Control or otherwise) may be changed into a right to convert it into securities, cash or other assets of the Company or another.