Stockholder Consents definition

Stockholder Consents has the meaning set forth in Section 4.4(d).
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Stockholder Consents has the meaning set forth in the Recitals.
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Stockholder Consents have the meaning set forth in the Recital to this Agreement. “Stockholders’ Representative” has the meaning set forth in Section 12.18(a). “Subject Materials” has the meaning set forth in Section 8.03(c). “Subsidiary” means, with respect to any Person, any corporation of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or any partnership, association or other business entity of which a majority of the partnership or other similar ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, association or other business entity if such Person is allocated a majority of the gains or losses of such partnership, association or other business entity or is or controls the managing director or general partner of such partnership, association or other business entity. 63
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Examples of Stockholder Consents in a sentence

  • Stockholder Consents relating to the approval and adoption of this Agreement and the Merger shall have been duly executed and delivered by those Company Stockholders whose consent is required to approve this Agreement and the Merger in accordance with the Company Charter and the DGCL.

  • As shown in Figure 5 and Table 5, the NIST cybersecurity model undergoes a set of controls that assists the higher education institution to decide how this model can be prove effective [46].Table 5: NIST Cybersecurity Policy Model controls [46] ReferencesNIST Cybersecurity Model’s Control [43],[44],[45],[46]Identify: To recognize what is to be managed.Protect: To define appropriate control for defining data.

  • They say that teachers usually have sufficient knowledge to teach the subject well, but that the teachers may have a limited conscious awareness of their own mathematical representations and relations among them.

  • The “normal” vertices Γ1 and Γ4 are shown as full and empty triangles, respectively.

  • As soon as reasonably practicable, after the execution and delivery of the Stockholder Consents, the Company shall deliver to Parent executed copies of the Stockholder Consents.

  • QST members agreed to sense check the reporting requirements for individual college programmes to ascertain if the amount of laboratory reports/pro formas/laboratory diary entries was an issue.

  • The parties intend that the Principal Stockholder Consents be executed and delivered to the Company (with copies to Purchaser) by the Principal Stockholders (or their respective proxies) immediately after delivery of such consents to the Principal Stockholders and that pursuant thereto the Principal Stockholders (or their respective proxies) shall adopt and approve this Agreement and the Merger.

  • Upon receipt of the Stockholder Consents, no further vote of the holders of any class or series of the capital stock of the Company is necessary to adopt this Agreement and approve the Merger.


More Definitions of Stockholder Consents

Stockholder Consents has the meaning contained in Section 2.02.
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Stockholder Consents shall have the meaning set forth in Section 3.5.
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Stockholder Consents means the due and binding consent by the holders of each series of outstanding preferred stock of the Company to (i) extinguishment, on terms satisfactory to the Investor, of any and all rights that could conflict with, interfere with, impede, delay, or hinder any of the rights, designations, preferences, or privileges of the Preferred Shares under the Certificate of Designations and (ii) extinguishment, on terms satisfactory to the Investor, of any and all anti-dilution, preemptive or similar rights that could permit any adjustment or rearrangement of the rights of any such preferred stock in the event of any issuance by the Company or any of its subsidiaries of any securities, whether debt, equity or mixed, other than strictly proportional adjustments in the event of any stock split, stock dividend, reverse stock split or similar transaction.
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Related to Stockholder Consents

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

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

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

  • 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.

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

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Parent Stockholders means the holders of Parent Common Stock.

  • 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.

  • Required Shareholder Approval has the meaning in Section 2.20.

  • 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 Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Company Stockholders means the holders of shares of Company Capital Stock.

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

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

  • 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;

  • Company Shareholder means any holder of any Company Shares.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016 as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;

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

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Common Stockholders means holders of shares of Common Stock.

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

  • Stockholder has the meaning set forth in the preamble.