Seller Stockholder Approval definition

Seller Stockholder Approval means the affirmative vote of the holders of a majority of the outstanding shares of Common Stock;

Seller Stockholder Approval shall have the meaning ascribed thereto in Section 5.18(b) hereof.

Seller Stockholder Approval means the adoption of this Agreement (as it may be amended from time to time) and the approval of the transactions contemplated hereby by the stockholders of Seller by the affirmative vote or written consent of the holders of a majority in voting power of the outstanding shares of capital stock of Seller.

Examples of Seller Stockholder Approval in a sentence

• Assuming the Seller Stockholder Approval is obtained, no other vote of stockholders of Seller is required in connection with the consummation of the transactions contemplated hereby.

• The Seller Stockholder Approval is the only vote of the holders of any of the Seller’s capital stock necessary in connection with the consummation of the Transactions.

• Except for the Seller Stockholder Approval and obtaining the consents and approvals described in Schedule 4.18(b), as of the date hereof, the Seller has taken, and as of the Closing, the Subsidiaries will have taken, all corporate action necessary to authorize the execution and delivery of, and the observance and performance of its covenants and obligations under, this Agreement.

• In connection with such meeting, the Seller shall (i) promptly prepare and file with the SEC, use its reasonable best efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable, the Proxy Statement and all other proxy materials for such meeting, (ii) use its reasonable best efforts to obtain the Seller Stockholder Approval, and (iii) otherwise use its reasonable best efforts to comply with all legal requirements applicable to such meeting.

More Definitions of Seller Stockholder Approval

Seller Stockholder Approval shall have the meaning specified in Section 4.2(a).

Seller Stockholder Approval means the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of capital stock of Seller at the Seller’s Stockholder Meeting or any adjournment or postponement thereof in favor of the adoption of this Agreement and the transactions contemplated hereby.

Seller Stockholder Approval has the meaning set forth in Section 3.2(a).

Seller Stockholder Approval means the approval of the Transactions by holders of a majority of the outstanding shares of Seller Common Stock.

Seller Stockholder Approval means the affirmative vote, in favor of a proposal to approve the Merger Agreement as amended by this Amendment, at a meeting or by written consent after the effective date of the Post-Effective Amendment, of the holders of a majority of each class of Seller Voting Shares entitled to vote thereon in accordance with the certificate of incorporation and bylaws of Seller and Section 251(c) of the DGCL. To the extent Buyer is required pursuant to the NYSE Rule to resolicit Buyer Stockholder Approval, all references in the Merger Agreement to Buyer Stockholder Approval shall mean the affirmative vote, in favor of a proposal to approve the Merger Agreement as amended by this Amendment, at a meeting after the effective date of the Post-Effective Amendment, of the holders of a majority of the outstanding shares of Buyer Common Stock in accordance with the certificate of incorporation and bylaws of Buyer and Section 251(c) of the DGCL.

Seller Stockholder Approval the affirmative vote or written consent of the Requisite Seller Stockholders for the adoption and approval of this Agreement and the Contemplated Transactions. “Software” — all computer software and subsequent versions thereof, including source code, object, executable or binary code, objects, comments, screens, user interfaces, report formats, templates, menus, buttons and icons and all files, data, materials, manuals, design notes and other items and documentation related thereto or associated therewith.

Seller Stockholder Approval is defined in Section 5.8(c).