Stockholder Approval Condition definition

Stockholder Approval Condition has the meaning set forth in the 2011 Securities Purchase Agreement.
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Stockholder Approval Condition shall have the respective meanings set forth in Section 7.1(h).
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Stockholder Approval Condition has the meaning set forth in Section 5.3(a).
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Examples of Stockholder Approval Condition in a sentence

  • The execution and delivery of this Agreement has been duly authorized by all necessary corporate action on the part of the Company, and the consummation by it of the transactions contemplated hereby has been duly authorized by all necessary corporate action on the part of the Company, subject to the Company Stockholder Approval Condition.

  • This Agreement has been duly executed and delivered by the Company and, subject to the Company Stockholder Approval Condition, constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally.

  • The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement and the Merger by the holders of not less than 66-2/3% of the outstanding Company Common Stock (the "Company Stockholder Approval Condition"), to consummate the transactions contemplated hereby.

  • The Offer is conditioned upon, among other things, the Minimum Tender Condition and the Phelps Dodge Stockholder Approval Condition (in each case as defined in the Prospectus).

  • For more information, you should read the discussion under the caption "Extension, Termination and Amendment." We have called a special meeting of our stockholders to be held on October 13, 1999 so that we can obtain the approvals necessary to satisfy the Phelps Dodge Stockholder Approval Condition.

  • The Company will solicit such stockholder approval (the “Stockholder Approval”) of both the Nasdaq Stockholder Approval Condition and Proposal No. 2 through a proxy statement and related materials (as in effect on the date of this Agreement, the “Proxy Statement”) filed with the Securities and Exchange Commission (the “Commission”) (such solicitation, the “Proxy Solicitation”).

  • In addition, in the event Stockholder Approval Condition has not been satisfied by the Company on or before the Stockholder Approval Termination Date (as may be extended by the Company), the Company will release the Investors funds from escrow and have the full amount of such funds returned to Investor.

  • If the Stockholder Approval Condition is not satisfied by June 30, 2005, then the funds deposited with the Escrow Agent for the Second Closing shall be returned to the Investors in the manner specified in the Escrow Agreement.

  • The Company is required to seek the stockholder approval in satisfaction of the Stockholder Approval Condition within 45 days of the date of the First Closing (the “Stockholder Approval Termination Date”).

  • The Company shall, through its Board of Directors, recommend to its stockholders that the Stockholder Approval Condition be satisfied by stockholders of the Company entitled to vote at the Company Stockholder Meeting.


More Definitions of Stockholder Approval Condition

Stockholder Approval Condition means the Company’s receipt and effectiveness of stockholder approval for the issuance of the Registration Rights Penalty Warrants.
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Stockholder Approval Condition means the Company shall have obtained the Stockholder Approval on or before the date that is the 90th day following the date of this Agreement or in the event the proxy materials shall be reviewed by the Commission, the 120th day following the date of this Agreement.
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Stockholder Approval Condition has the meaning ascribed to such term in Section 2.4(c). "Stockholder Approval Termination Date" has the meaning ascribed to such term in Section 4.12.
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Stockholder Approval Condition means the Company shall have obtained the Stockholder Approval and approval by its stockholders of the Reverse Stock split on or before the date that is 120 days after the Escrow Funding Date.
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Stockholder Approval Condition has the meaning specified in Section 14.01.
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Stockholder Approval Condition means that all stockholder approvals required under (i) the Amended and Restated Certificate of Incorporation of Parent, (ii) the New York Stock Exchange Shareholder Approval Policy and (iii) the Delaware General Corporation Law to authorize (x) the creation of 15,000,000 shares of class B common stock ("Parent Class B Common Stock"), par value $.01 per share, of Parent, having the terms set forth in the proposed Amendment to the Amended and Restated Certificate of Incorporation of Parent attached as Exhibit A to the Stockholders Agreement dated June 30, 1999 among Parent, the Company and PHH Corporation, and the issuance of such shares to PHH Corporation and (y) the issuance to PHH Corporation of the shares of Class A common stock, par value $.01 per share, of Parent ("Parent Voting Stock" and, together with the Parent Class B Common Stock, the "Parent Common Stock") that are issuable upon the exchange of the Parent Class B Common Stock have been obtained, provided that the Stockholder Approval Condition shall be deemed satisfied, whether or not all of the aforesaid stockholder approvals have been obtained, if Parent has sought to obtain all such approvals at a meeting of its stock holders and Cendant Car Rental, Inc. (or any transferee of shares of Parent Voting Stock held by Cendant Car Rental, Inc.) failed to vote the shares of Parent Voting Stock beneficially owned by it in favor of such proposal or proposals; and
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Related to Stockholder Approval Condition

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

  • Required Shareholder Approval has the meaning in Section 2.20.

  • 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.

  • 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.

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

  • 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.

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

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

  • 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 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.

  • 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;

  • Pre-approval means written notification via a pre-approval letter to Customer that Ameren Illinois has reviewed Customer's Application and determined that the project meets the program eligibility requirements for a maximum pre-approved incentive amount if the project is completed by the estimated completion date and all final application paperwork is submitted and approved.

  • HSR Approval means expiration of all applicable waiting periods under the HSR Act (including any voluntary agreed extensions) or earlier termination thereof.

  • Requisite Approval means the affirmative vote of the holders of at least a majority of the shares of outstanding Company Common Stock and outstanding Company Preferred Stock voting as a single class.

  • Shareholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from the shareholders of the Company to permit the exercise of the Warrants.

  • CPUC Approval means a final and non-appealable order of the CPUC, without conditions or modifications unacceptable to the Parties, or either of them, which contains the following terms:

  • IRB approval means the determination of the IRB that the research has been reviewed and may be conducted at an institution within the constraints set forth by the IRB and by other institutional and federal requirements.

  • Initial approval means authorization to admit students and enter into contractual agreements for clinical facilities. It is granted only after an application has been submitted, reviewed and a survey visit made by the Board. No students shall be admitted to the program until the institution has received written notification that initial approval has been granted. Failure to comply will delay initial approval.

  • Non-Approval Event means, in respect of the Benchmark:

  • Conditional approval means a time-limited status that results when an approved nursing education program has failed to maintain requirements as set forth in this chapter.

  • Prior Approval means written ap- proval by an authorized official evi- dencing prior consent.

  • Approval Notice means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached hereto as Exhibit A, evidencing the approval by the Administrative Agent, in its sole discretion, of the conveyance of such Eligible Loan Asset by the Transferor to the Borrower pursuant to the terms of the Purchase and Sale Agreement and the Loan Assignment by which the Transferor effects such conveyance.

  • Disclosure Statement Approval Order means the Final Order approving, among other things, the adequacy of the Disclosure Statement pursuant to section 1125 of the Bankruptcy Code.

  • Final Approval Date means the date on which the Court enters its Order and Judgment approving the Settlement.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.