Stockholders Approvals definition

Stockholders Approvals means the approvals of all matters that are required to be approved by the Common Stockholders Meeting as provided in Section 7.02(a).
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Stockholders Approvals means the requisite approvals from the Company’s stockholders to (i) amend its restated certificate of incorporation to sufficiently increase the aggregate number of authorized but unissued shares of Common Stock and treasury shares of Common Stock available to the Company for the purpose of satisfying the conversion of the Initial Notes which number is, as of the date of this Indenture, 2,583,059 shares (the “Aggregate Available Share Cap”), to permit the conversion and settlement of all the Initial Notes into shares of Common Stock pursuant to Physical Settlement (including, for the avoidance of doubt, any applicable Additional Shares) and (ii) issue more than 10,558,675 shares of Common Stock in accordance with the continued listing standards of The NYSE MKT (the “Aggregate NYSE Share Cap”).
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Examples of Stockholders Approvals in a sentence

  • Each of the Company and its Subsidiaries has all necessary corporate power and authority to execute and deliver each of the Transaction Agreements to which it is a party, to perform its obligations thereunder and to consummate the Transactions applicable to the Company or such Subsidiary, except for the Stockholders Approvals and Preferred Stockholder Consents.

  • Until the Requisite Regulatory Approvals and CBES's Stockholders Approvals have been received, a breach of this Agreement by either party may be remedied only by an action for money damages.

  • Subject to obtaining the Stockholders Approvals, each of the Company and its Subsidiaries has (or will have at the time of such act) the requisite corporate or other power and authority to execute, deliver and perform each Transaction Document to which it is or will be a party and to consummate the transactions contemplated thereby.

  • The notice shall be mailed by NASB Holding after all Requisite Regulatory Approvals and Stockholders Approvals have been obtained but no later than thirtieth day prior to the date agreed upon by NASB Holding and CBES pursuant to Section 6.1 for the data processing conversion.

  • This Agreement may be amended, supplemented or modified by action taken by or on behalf of the respective Boards of Directors of the parties hereto at any time prior to the Effective Time, whether prior to or after the Stockholders' Approvals shall have been obtained, but after such adoption and approval only to the extent permitted by applicable law.

  • The affirmative vote of a majority of the outstanding shares of CBES Common Stock entitled to vote on this Agreement is the only vote of the stockholders of CBES required for approval of this Agreement and the consummation of the Merger and the related transactions contemplated hereby (the "Stockholders Approvals").

  • The notice shall be mailed by Buyer after all Requisite Regulatory Approvals and Stockholders Approvals have been obtained but no later than thirtieth day prior to the date agreed upon by Buyer and Seller pursuant to Section 7.01 for the data processing conversion.

  • Prior to September 15, 2019, the Company will use the same Settlement Method for all conversions occurring on the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates, subject to the limitations set forth in Section 4.03(a)(ii) if the Company has not received both Stockholders Approvals prior to the relevant Settlement Method Election Date.

  • In addition, if the Company has received both Stockholders Approvals prior to the relevant Settlement Method Election Date, the Company may, prior to September 15, 2019, at its option, irrevocably elect Combination Settlement with a particular Specified Dollar Amount for all conversions subsequent to its notice to Holders thereof by notice of such election to Holders, the Trustee and the Conversion Agent.

  • This Agreement shall have been duly approved by the requisite vote of stockholders of the Company in accordance with applicable law and the Restated Certificate of Incorporation and By-laws of the Company, and the Parent Stockholders' Approvals shall have been obtained by the requisite vote of the stockholders of Parent in accordance with applicable rules of NASDAQ, applicable law and the Charter and By-laws of Parent.

Related to Stockholders Approvals

  • 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.

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

  • Required Shareholder Approval has the meaning in Section 2.20.

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

  • 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 Approvals has the meaning set forth in Section 3.5(b).

  • 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.

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

  • 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;

  • Required Consents shall have the meaning set forth in Section 4.5.

  • CFIUS Approval means that any of the following shall have occurred: (a) the review period under the DPA commencing on the date that a CFIUS Notice is accepted by CFIUS shall have expired and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS to the effect that such review has been concluded and that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, (b) an investigation under the DPA shall have been commenced after such review period and CFIUS shall have determined to conclude all action under the DPA without sending a report to the President of the United States, and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, or (c) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and either (i) the President shall have announced a decision not to take any action to suspend or prohibit the Contemplated Transactions or, (ii) the period under the DPA during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Contemplated Transactions shall have expired without any such action being threatened, announced or taken.

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

  • Approvals means the permits, clearances, licenses and consents as are listed in Schedule 3 hereto and any other statutory approvals.

  • Governmental Approvals means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

  • Project Approvals means all approvals, consents, waivers, orders, agreements, authorizations, permits and licenses required under Applicable Laws or under the terms of any restriction, covenant, easement or agreement affecting all or any applicable Phase of the Project, or otherwise necessary or desirable for the ownership, acquisition, construction, development, equipping, use or operation of the Project.

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

  • 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.

  • Governmental Filings means all filings, including franchise and similar tax filings, and the payment of all fees, assessments, interests and penalties associated with such filings with all Governmental Authorities.

  • 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.

  • 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:

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

  • Regulatory Approvals means any registrations, licenses, authorizations, permits or approvals issued by any Governmental Authority and applications or submissions related to any of the foregoing.

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

  • 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.

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