Stockholder Proposal. Samstock shall vote all Company Voting Securities owned of record by Samstock or with respect to which Samstock has voting control in favor of the Proxy Proposal (as defined in the Purchase Agreement).
Stockholder Proposal. The Board, and all applicable committees of the Board, shall, take all necessary actions to submit to the stockholders of the Company at the 2023 Annual Meeting a proposal to approve an amendment (the “Declassification Amendment”) of Article VI of the Amended and Restated Certificate of Incorporation of the Company, as amended (the “Certificate of Incorporation”), to provide for the phased-in declassification of the Board, with Class 1 directors being elected annually beginning at the 2024 Annual Meeting and with Class 2 directors being elected annually beginning at the 2025 Annual Meeting, such that the Board would be fully declassified at the time of the 2025 Annual Meeting (the “Declassification Proposal”), and subject to the good faith exercise of the Board’s and all applicable committees of the Board’s, fiduciary duties under applicable law, to recommend in favor of the Declassification Proposal in the Company’s proxy statement and proxy card prepared, filed with the SEC and delivered to the Company’s stockholders in connection with the 2023 Annual Meeting (the “2023 Annual Meeting Proxy”), and, upon the approval of the Declassification Proposal, shall promptly file the Declassification Amendment with the Secretary of State of the State of Delaware upon such approval.
Stockholder Proposal. In the event that one or more of the Stockholders, acting alone or with any of their respective Affiliates, together with one or more other persons, provides the Company with a Proposal to acquire the Company that is fully financed (i.e., a Proposal that has no financing condition and that includes evidence reasonably acceptable to the Special Committee of their ability to fund the Proposal in its entirety) (a "Stockholder Proposal") prior to the Special Committee's recommendation of a Recommended Transaction with any prospective buyer other than a Stockholder, the provisions of Section 1.1(a), 1.2 and 1.3 shall be applicable only to a Recommended Transaction from a prospective buyer that, by its terms provides that the holders of Company Common Stock would receive at closing cash consideration in an amount, or securities listed on a national securities exchange with a trading value at the time of execution of a Definitive Agreement with respect to such transaction, exceeding the consideration per share payable pursuant to the Stockholder Proposal. Nothing in this Section 1(b) shall be construed to prohibit or otherwise limit the ability of the Stockholders to submit a Proposal at any time that contains a price per share that, by its terms provides that the holders of Company Common Stock would receive at closing cash consideration in an amount, or securities listed on a national securities exchange with a trading value at the time of execution of a Definitive Agreement with respect to such transaction, exceeding the consideration per share payable pursuant to the Definitive Agreement for a Recommended Transaction (a "Superior Stockholder Proposal"). In the event that one or more of the Stockholders submits a Superior Stockholder Proposal that is fully financed (as defined in the parenthetical in the first sentence of this Section 1(b)), the provisions of Section 1.1(a), 1.2 and 1.3 shall be applicable only to a Recommended Transaction from a prospective buyer that, by its terms provides that the holders of Company Common Stock would receive at closing cash consideration in an amount, or securities listed on a national securities exchange with a trading value at the time of execution of a Definitive Agreement with respect to such transaction, exceeding the consideration per share payable pursuant to the Superior Stockholder Proposal.
Stockholder Proposal. 38 Subsidiary..........................................8
Stockholder Proposal. 3.1 Parent shall undertake to seek approval by Parent stockholders of the issuance of the Milestone Shares in payment of Milestone #1 and the issuance of Future Milestone Shares and any related enabling matters (collectively, the “Stockholder Proposal”) at the 2012 Annual Meeting of Parent stockholders.
Stockholder Proposal a. The Stockholder hereby agrees to amend and restate, and hereby submits, the Proposal in the form attached hereto as Exhibit A.
