Shareholder Approval Required for Certain Options Sample Clauses

Shareholder Approval Required for Certain Options. Notwithstanding anything to the contrary in this Agreement, 57,505 of the Regular Options and all of the Premium Options (together, the “Approval-Subject Options”) are granted expressly subject to and conditioned upon (and may not be exercised, in whole or in part, until) the approval by the Company’s stockholders at or before the Company’s 2021 Annual Meeting of Stockholders of a sufficient increase in the number of Shares available for issuance under the Plan to cover the Approval-Subject Options. If such stockholder approval is not obtained at or before the 2021 Annual Meeting of Stockholders, then Approval-Subject Options shall be immediately forfeited for no consideration immediately following such 2021 Annual Meeting. The Company acknowledges and agrees that it will put forth such a shareholder proposal at or before such 2021 Annual Meeting and will recommend that its shareholders approve such proposal (and will cause the Option Shares to be covered under an effective Form S-8 Registration Statement). In addition, if a Change in Control is consummated prior to the date of such shareholder approval, and the Option has not otherwise been forfeited as provided in Section 2(b), then upon the consummation of such Change in Control, the Approval-Subject Options shall be canceled and in lieu thereof Optionee shall be entitled to receive a cash payment equal to the sum of (1) the product of (x) the number of Option Shares subject to the portion of the Regular Option included in the Approval-Subject Options that is outstanding as of immediately prior to such Change in Control, multiplied by (y) the excess, if any, of the per share price of the consideration received by holders of the Shares in such Change in Control over the per share exercise price of the Regular Options described in Section 1(a)(i), and (2) the product of (x) the number of Option Shares subject to the portion of the Premium Option that is outstanding as of immediately prior to such Change in Control, multiplied by (y) the excess, if any, of the per share price of the consideration received by holders of the Shares in such Change in Control over the per share exercise price of the Premium Options described in Section 1(a)(ii); provided, however, that if either of clauses (1) or (2) above would be a negative number, such clause that otherwise would be a negative number shall be deemed to equal $0.00 for purposes of determining the amount payable to Optionee.
Sample 1
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Related to Shareholder Approval Required for Certain Options

  • NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT The issuance of the Put Shares shall not violate the shareholder approval requirements of the Principal Market.

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

  • Shareholder Approvals (a) Each of Peoples and Limestone shall take all action necessary in accordance with applicable law and their respective organizational documents to duly call, give notice of, convene and, as soon as practicable after the Registration Statement is declared effective, hold a meeting of its shareholders and, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the relevant shareholder approvals, in each case as promptly as practicable for the purpose of obtaining the Requisite Peoples Vote and the Requisite Limestone Vote. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Joint Proxy Statement/Prospectus to the shareholders of each party. Each member of the Limestone Board shall have executed and delivered to Peoples a Support Agreement concurrently with the execution of this Agreement. (b) Except in the case of an Acceptance of Superior Proposal permitted by Section 6.06, Limestone shall solicit, and use its reasonable best efforts to obtain, the Requisite Limestone Vote at the Limestone Meeting. Subject to Section 6.06(d), Limestone shall (i) through the Limestone Board, recommend to its shareholders adoption of this Agreement (the “Limestone Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. Limestone hereby acknowledges its obligation to submit this Agreement to its shareholders at the Limestone Meeting as provided in this Section 6.02. If requested by Peoples, Limestone will engage a proxy solicitor, reasonably acceptable to Peoples, to assist in the solicitation of proxies from shareholders relating to the Requisite Limestone Vote. (c) Peoples shall solicit, and use its reasonable best efforts to obtain, the Requisite Peoples Vote at the Peoples Meeting. Peoples shall (i) through the Peoples Board, recommend to its shareholders adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein, as required by this Section 6.01(c) (the “Peoples Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. The Peoples Board shall at all times prior to and during the Peoples Meeting recommend the approval and adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of Limestone or take any other action or make any other public statement inconsistent with such recommendation.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

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