Unaffiliated Stockholder Approval definition

Unaffiliated Stockholder Approval means (i) in the case of a tender or exchange offer, that a majority of the outstanding Common Shares not Beneficially Owned by the Stockholder and its Affiliates shall have been tendered and not duly withdrawn at the expiration time of such tender or exchange offer, as it may have been theretofore extended, and (ii) in the case of a merger or consolidation, that the holders of a majority of the outstanding Common Stock not Beneficially Owned by the Stockholder and its Affiliates shall have executed written consents in favor of the applicable transaction or that the holders of a majority of the outstanding Common Stock not Beneficially Owned by the Stockholder and its Affiliates shall have duly voted such shares in favor of the applicable transaction at a meeting of stockholders duly called and held.
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Unaffiliated Stockholder Approval means the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company Common Stock not owned, directly or indirectly, by Parent, Merger Sub, the Rollover Investors, any other officers and directors of the Company or any of their respective Affiliates or “associates” (as defined in Section 12b-2 of the Exchange Act).
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Unaffiliated Stockholder Approval means the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock not owned, directly or indirectly, by the Parent Parties, any other officers or directors of the Company, or any other Person having any equity interest in, or any right to acquire any equity interest in, Merger Sub or any Person of which Merger Sub is a direct or indirect Subsidiary.
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Examples of Unaffiliated Stockholder Approval in a sentence

  • The respective obligations of each party hereto to effect the Merger shall be subject to the satisfaction (or, except with respect to the Unaffiliated Stockholder Approval, waiver if permissible under applicable Law) on or prior to the Closing Date of the following conditions:”.

  • In no case will players be permitted to take part in any match whilst barefoot, or whilst wearing sandals or any other street shoes.

  • Subject to Section 6.7(c), the Company Board shall recommend adoption and approval of the Merger, this Agreement and the transactions contemplated hereby to the Stockholders (the “Company Recommendation”), and the Company shall take all reasonable lawful action to solicit and obtain the Company Stockholder Approval and the Company Unaffiliated Stockholder Approval.

  • The Company Stockholder Approval shall have been obtained and the First Merger and the other Transactions shall also have been approved by the affirmative vote of at least a majority of the outstanding shares of Company Common Stock entitled to vote upon the First Merger that are beneficially owned by persons who are not affiliates of Apollo Global Management, LLC (the “ Company Unaffiliated Stockholder Approval ”).

  • Inexplicably, this proposal did not include the Unaffiliated Stockholder Approval as a condition to the consummation of the transaction.

  • Thus, because these “independent” directors would ostensibly decide how Ashford Trust would vote its shares of the Company’s common stock, Monty Bennett argued that Ashford Trust should be deemed a stockholder not affiliated with the Bennetts for the purposes of the Unaffiliated Stockholder Approval.

  • In resisting the Special Committee’s initial request to subject any deal to Unaffiliated Stockholder Approval, on April 10, 2015, Monty Bennett presented to the Special Committee the strained rationale for not considering Ashford Trust’s substantial holdings in the Company as “affiliated” for the purpose of any Ashford stockholder vote.

  • On May 1, 2015, the Bennetts again suggested to the Special Committee that Ashford Trust and Ashford Prime should be included as stockholders unaffiliated with the Bennetts for purposes of any Unaffiliated Stockholder Approval.

  • He also discussed the potential for establishing special committees at both Ashford Trust and Ashford Prime to enable both companies to vote their Company shares as stockholders unaffiliated with the Bennetts for the purposes of the Unaffiliated Stockholder Approval.


More Definitions of Unaffiliated Stockholder Approval

Unaffiliated Stockholder Approval has the meaning set forth in Section 3.17.
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Unaffiliated Stockholder Approval shall have the meaning set forth in Section 6.1(a).
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Unaffiliated Stockholder Approval means the approval of the holders of a majority of the voting power of the outstanding shares of Company Capital Stock entitled to vote other than Delek and its Affiliates and Associates.
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Unaffiliated Stockholder Approval means the approval of the holders of a majority of the voting power of the outstanding shares of Company Capital Stock entitled to vote other than Delek and its Affiliates and Associates.
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Related to Unaffiliated Stockholder Approval

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

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

  • 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.

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

  • Stockholder Approval has the meaning set forth in Section 4.5.

  • 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;

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

  • 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.

  • 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.

  • Required Shareholder Approval has the meaning in Section 2.20.

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

  • Shareholder 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 shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Shares and Warrant Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date.

  • Approved Stock Plan means any employee benefit plan which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer or director for services provided to the Company.

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • 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.

  • 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.

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

  • Company Board means the Board of Directors of the Company.

  • 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.

  • Disinterested Shareholder means a shareholder that is not an Insider to whom options may be granted under the Plan and they are not an Associate of any Insider.

  • Common Stockholders means holders of shares of Common Stock.

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

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

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

  • Board Approval has the meaning set out in Section 2.2(a)(ii);