charter amendment proposal definition

charter amendment proposal means the proposal to approve and adopt the Proposed Charter, assuming the business combination proposal is approved and adopted.
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charter amendment proposal has the meaning set forth in Section 4.2(a)(iii).
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charter amendment proposal has the meaning ascribed to such term in Section 4.6(b).
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Examples of charter amendment proposal in a sentence

  • Approval of the Denbury Charter Amendment Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Denbury Common Stock entitled to vote on the proposal.

  • Teladoc Proposal 2 Teladoc Charter Amendment Proposal Approval requires the affirmative vote of a majority of the outstanding shares of Teladoc common stock entitled to vote on such proposal.

  • Failure to vote on the Denbury Charter Amendment Proposal will have the same effect as a vote “ AGAINST ” the Denbury Charter Amendment Proposal.

  • Notwithstanding the foregoing, the Merger is conditioned upon the approval of the Merger Proposal, the Charter Amendment Proposal and the Charter Approval Proposal.

  • Accordingly, the Healthpeak board of directors unanimously declared that the Merger Agreement and the transactions contemplated thereby, including the Mergers, the Healthpeak Common Stock Issuance Proposal and the Healthpeak Charter Amendment Proposal, are advisable and in the best interests of Healthpeak and its stockholders, on the terms and subject to the conditions set forth in the Merger Agreement.

  • The purpose of the Denbury special meeting is to consider and vote on: • the Denbury Issuance Proposal; and • the Denbury Charter Amendment Proposal.

  • Accordingly, the Churchill Board unanimously recommends that its stockholders vote “FOR” each of the Merger Proposal, the Merger Issuance Proposal, the Charter Amendment Proposal, the Charter Approval Proposal, the Governance Proposal, the Prosus PIPE Issuance Proposal, the SuRo PIPE Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

  • The Charter Amendment Proposal will be approved and adopted only if: (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of Churchill common stock, voting together as a single class, vote “FOR” the Charter Amendment Proposal.

  • Such shares deemed earned as described in this paragraph are referred to herein as the “earned Penn Virginia performance-based restricted stock units.” Recommendation of the Denbury Board of Directors and Reasons for the Merger (page 93) The Denbury board unanimously recommends that Denbury stockholders vote “ FOR ” the approval of the Denbury Issuance Proposal and “ FOR ” the approval of the Denbury Charter Amendment Proposal.

  • Accordingly, the affirmative vote of approximately 37.5% of the outstanding Public Shares, in addition to the Founder Shares, would be required to approve the Merger Proposal, the Charter Amendment Proposal and the Charter Approval Proposal.


More Definitions of charter amendment proposal

charter amendment proposal means the proposal to adopt, authorize and approve the Amendment to the Charter presented to the Company’s stockholders at the Company Special Meeting.
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charter amendment proposal means the proposal to approve and adopt the Proposed Charter, assuming the business combination proposal is approved and adopted. “Class A common stock” means Class A common stock of CRIS, par value $0.0001 per share.
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charter amendment proposal. The affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of Xxxxxxxxx common stock, voting together as a single class, is required to approve the Charter Amendment Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Amendment Proposal, will have the same effect as a vote “AGAINST” such Charter Amendment Proposal. The Merger is conditioned upon the approval of the Charter Amendment Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the Charter Amendment Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Charter Amendment Proposal will not be effected. The Charter Approval Proposal: The affirmative vote of (i) the holders of a majority of the Founder Shares then outstanding, voting separately as a single class, and (ii) the holders of a majority of the outstanding shares of Xxxxxxxxx common stock, voting together as a single class, is required to approve the Charter Approval Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Approval Proposal, will have the same effect as a vote “AGAINST” such Charter Approval Proposal. The Merger is conditioned upon the approval of the Charter Approval Proposal, subject to the terms of the Skillsoft Merger Agreement. Notwithstanding the approval of the Charter Approval Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Charter Approval Proposal will not be effected. The Governance Proposal: The affirmative vote of a majority of the votes cast by the stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Xxxxxxxxx Special Meeting is required to approve the Governance Proposal, which is a non-binding advisory vote. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Xxxxxxxxx Special Meeting, as well as an abstention from votin...
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charter amendment proposal means the proposal to approve the amendment and restatement of the FTAC Charter.
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Related to charter amendment proposal

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

  • Certificate of Arrangement means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement.

  • Merger Agreement has the meaning set forth in the Recitals.

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

  • 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.

  • Articles of Arrangement means the articles of arrangement of the Company in respect of the Arrangement required by the OBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

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

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • 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.

  • Stockholder 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 stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.

  • Plan of Arrangement means the plan of arrangement, substantially in the form set out in Schedule A, subject to any amendments or variations to such plan made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

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