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 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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Examples of Charter Amendment Proposal in a sentence

  • Notwithstanding the foregoing, the Investor shall comply with the transfer restrictions set forth in the Charter Amendment Proposal (as defined in the Investment Agreement) as if the Charter Amendment Proposal had been approved and effective as of the Closing Date (as defined in the Investment Agreement) until such time as the Charter Amendment Proposal actually is approved and effective.

  • Following the approval of the Charter Amendment Proposal (or other similar amendment to the Company’s Articles of Incorporation), the Investor shall comply with the transfer restrictions contained therein.

  • The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the Stockholder Proposals and the Charter Amendment Proposal.

  • The approval of the Charter Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting on such matter, vote on such matter.

  • The approval of the Charter Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of not less than two-thirds of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

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  • In the event that the NGC Charter Amendment Proposal is not approved at such annual meeting, New NGC shall use its reasonable best efforts to obtain the approval of the NGC Charter Amendment Proposal at each subsequent annual meeting of Northrop Grumman Stockholders until such approval is obtained.

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  • Notwithstanding anything contained herein, in the event that stockholder approval is not received for the Charter Amendment Proposal and the Private Placement Issuance Proposal (each as defined in the Definitive Proxy Statement) at the special meeting of stockholders on April 1, 2022, this Agreement will terminate and be null and void and of no further force and effect.


More Definitions of Charter Amendment Proposal

Charter Amendment Proposal has the meaning ascribed to such term in Section 4.6(b).
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Charter Amendment Proposal means the proposal to approve the amendment and restatement of the FTAC Charter.
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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 has the meaning specified in Section 8.3(b).
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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 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 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 voting and a broker non-vote with regard to the Governance Proposal, will have no effect on the Governance Proposal. The Merger is not conditioned on the approval of the Governance Proposal.
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Related to Charter Amendment Proposal

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

  • Company Acquisition Proposal means any offer, proposal or indication of interest received from a third party (other than a party to this Agreement) providing for any Company Acquisition Transaction, including any renewal or revision to such a previously made offer, proposal or indication of interest.

  • Parent Acquisition Proposal means any proposal for a merger or other business combination involving Parent or the acquisition of any equity interest in, or a substantial portion of the assets of, Parent, other than (a) the transactions contemplated by this Agreement or (b) a Qualified Financing, (c) any other transaction which Parent may enter into without violating Section 5.4 of this Agreement.

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

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

  • 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.

  • Alternative Transaction Proposal means any offer, inquiry, proposal or indication of interest (whether binding or non-binding and whether or not in writing) to the Company or its stockholders relating to an Alternative Transaction; and

  • 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.

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

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

  • 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.

  • Articles of Amendment means the Articles of Amendment relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

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

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

  • Requisite Stockholder Approval means the affirmative vote of the holders of a majority of the Target Shares in favor of this Agreement and the Merger.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • 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 this plan of arrangement and any amendments or variations made in accordance with Section 8.1 of the Arrangement Agreement or Section 6.1 of this 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.

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