Advisory Charter Proposal C definition

Advisory Charter Proposal C means the non-binding advisory charter proposal to provide that, at any time when the SCG Holders beneficially own, in the aggregate, 35% or more of the voting power of the stock of the Company entitled to vote generally in the election of directors, any action required or permitted to be taken at any annual or special meeting of stockholders of the Company may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Company by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Company having custody of the books in which proceedings of meetings of stockholders are recorded.
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Advisory Charter Proposal C means the non-binding advisory charter proposal to, upon completion of the business combination, increase the authorized capital stock from 221,000,000 shares, consisting of 200,000,000 shares of Class A common stock, 20,000,000 shares of Class B common stock and 1,000,000 shares of preferred stock, to 718,000,000 shares, which would consist of 708,000,000 shares of common stock, including 600,000,000 shares of Class A common stock, 8,000,000 shares of Class B common stock, 100,000,000 shares of Class V voting stock and 10,000,000 shares of preferred stock.
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Advisory Charter Proposal C means the non-binding advisory charter proposal to provide that the federal district courts of the United States of America will be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the federal securities laws, including the Securities Act.
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Examples of Advisory Charter Proposal C in a sentence

  • Advisory Charter Proposal C - to For For Management change the stockholder vote required to amend certain provisions of the Proposed Charter ("Advisory Charter Proposal C").

  • Advisory Charter Proposal C — provide that any action of the stockholders of the Company may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

  • Advisory Charter Proposal C — delete Article SIXTH of the existing charter in its entirety.


More Definitions of Advisory Charter Proposal C

Advisory Charter Proposal C means the non-binding advisory charter proposal to provide that, subject to the limitations imposed by applicable law, directors may be removed with cause by the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally at an election of directors.
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Advisory Charter Proposal C means the non-binding advisory proposal to approve a provision in the proposed charter stating that the number of directors will be fixed and may be modified either by (i) New GNOG’s board of directors or (ii) the affirmative vote of the holders of a majority of the voting power of the outstanding capital stock of New GNOG, depending on the number of shares of New GNOG’s capital stock beneficially owned by Mr. Fertitta and his affiliates at such time, as opposed to the number of directors being determined by the Company’s board of directors.
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Advisory Charter Proposal C means the advisory charter proposal to clarify that the current exclusive forum provision in the Charter adopting Delaware as the exclusive forum for certain stockholder litigation does not apply to claims (i) arising under the Securities Act, as to which the Court of Chancery of the State of Delaware and the federal district court for the District of Delaware have concurrent jurisdiction under Section 22 of the Securities Act, or (ii) brought to enforce a duty or liability created by the Exchange Act, as to which the federal courts have exclusive jurisdiction under Section 27 of the Exchange Act.
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Advisory Charter Proposal C means the non-binding advisory charter proposal to, upon completion of the business combination, increase the authorized capital stock from 221,000,000 shares, consisting of 200,000,000 shares of Class A common stock, 20,000,000 shares of Class B common stock and 1,000,000 shares of preferred stock, to [●] shares, which would consist of [●] shares of common stock, including [●] shares of Class A common stock, [●] shares of Class B common stock, [●] shares of Class V voting stock and [●] shares of preferred stock.
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Advisory Charter Proposal C means the advisory charter proposal to provide that Section 203 of the Delaware General Corporation Law, which governs business combinations between the Company and certain interested stockholders, does not apply to the Company.
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Related to Advisory Charter Proposal C

  • Superior Acquisition Proposal means any Acquisition Proposal containing terms which the Company Board determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company’s stockholders than the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Company Board, is reasonably capable of being obtained by such third party.

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Transaction Proposals has the meaning specified in Section 8.2(b).

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Alternative Transaction Proposal means any offer, proposal or indication of interest (whether binding or non-binding), or any public announcement of an intention to make any offer, proposal or indication of interest, to the Company or Company Stockholders regarding an Alternative Transaction.

  • Financial Proposal means the Contractor’s Financial Proposal dated (Financial Proposal date).

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

  • Parent Acquisition Proposal means any offer or proposal for, or any indiction of interest in, a merger, consolidation or other business combination involving Parent or any of the Parent Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, Parent or any of the Parent Subsidiaries, other than the transactions contemplated by this Agreement and the Other Purchase Agreements.

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Company Superior Proposal shall have the meaning set forth in Section 7.4(b).

  • TO Financial Proposal means the TO Contractor’s financial response to the CATS+ TORFP dated date of TO Financial Proposal.

  • approved proposal means a proposal approved or determined under this Agreement;

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Notice of Superior Proposal has the meaning set forth in Section 5.09(e).

  • Proposal Letter means the letter, executed by or on behalf of Proposer, delivered with its Proposal and conforming to Form A to the ITP.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction or an event that, if consummated, would result in an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction, or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

  • Proposal means the Technical Proposal and the Financial Proposal.

  • Technical Proposal means the Contractor’s Technical Proposal dated (Technical Proposal date).

  • Project Proposal is the final and written description of the Project as described in Exhibit A, to be undertaken by Sub-recipient for which the Project Funds is granted and performance is required and monitored pursuant to this PFA.