Charter Amendment Proposals definition

Charter Amendment Proposals shall have the meaning given to such term in the Contribution Agreement, but shall not include any Necessary Charter Amendment Proposal (as defined in the Contribution Agreement).
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Charter Amendment Proposals has the meaning set forth in Section 5.7(b) herein.
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Charter Amendment Proposals means the proposals to (a) approve and adopt the Proposed Charter (other than the proposals addressed in Charter Amendment Proposal B), which, if approved, would amend and restate the Current Charter, and which, if approved, would take effect upon the Closing; and
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Examples of Charter Amendment Proposals in a sentence

  • To approve one or more adjournments of the Special Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve and adopt the Charter Amendment Proposals (the “Adjournment Proposal”).

  • Board Recommendation Our Board recommends a vote “FOR” the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Charter Amendment Proposals.

  • If at the Special Meeting, the number of shares of Class A Common Stock and Series A Preferred Stock present or represented and voting in favor of the Charter Amendment Proposals is insufficient to approve the proposals, our management may move to adjourn the Special Meeting in order to enable our Board to continue to solicit additional proxies in favor of the Charter Amendment Proposals.

  • If our stockholders approve the adjournment, postponement or continuation proposal, we could adjourn, postpone or continue the Special Meeting, and any adjourned session of the Special Meeting, to use the additional time to solicit additional proxies in favor of the Charter Amendment Proposals, including the solicitation of proxies from stockholders that have previously voted against the proposals.

  • Background and Reasons for the Reverse Stock Split For a description of the APEs and Purchase Agreement, see the section “Background of the Charter Amendment Proposals; Reasons for Seeking Shareholder Approval” of the Share Increase Proposal above.

  • Background of the Charter Amendment Proposals; Reasons for Seeking Stockholder Approval Issuance of AMC Preferred Equity Units On August 4, 2022, the Company announced that its Board declared a special dividend of one APE for each share of Common Stock outstanding at the close of business on August 15, 2022, and on August 19, 2022, the Company issued on a pro rata basis 516,820,595 APEs to holders of Common Stocks (the “Special Dividend”).

  • To consider and vote upon a proposal to adjourn the Digital World Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Digital World Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal or the Nasdaq Proposal.

  • Among other things, approval of the adjournment, postponement or continuation proposal could mean that, even if proxies representing a sufficient number of votes against the Charter Amendment Proposals have been received, we could adjourn, postpone or continue the Special Meeting without a vote on the Charter Amendment Proposals and seek to convince the holders of those shares to change their votes to votes in favor of the approval of the Charter Amendment Proposals.

  • The approval, on a non-binding advisory basis, of each of the Advisory Charter Amendment Proposals the affirmative vote (in person or by proxy) of the holders of at least a majority of the shares of ENVI Class A Common Stock and ENVI Class B Common Stock entitled to vote on such matter and actually cast thereon at the special meeting, voting as a single class.

  • Under the Business Combination Agreement, the Closing is conditioned upon the approval of the Business Combination Proposal, the Charter Amendment Proposals, the Stock Issuance Proposal and the Director Election Proposal (collectively, the “Condition Precedent Proposals”) and each of the Condition Precedent Proposals is cross-conditioned on the approval of each other.


More Definitions of Charter Amendment Proposals

Charter Amendment Proposals has the meaning set forth in Section 5.1(a).
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Charter Amendment Proposals means the seven separate proposals to be considered at the Shareholders Meeting to approve and adopt the proposed Amended and Restated Certificate of Incorporation, a copy of which is attached to this proxy statement/prospectus as Annex C, and the proposed Bylaws, a copy of which is attached to this proxy statement/prospectus as Annex D.
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Related to Charter Amendment Proposals

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

  • 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.

  • Company Acquisition Proposal means any offer or proposal, including any amendment or modification to any existing offer or proposal (other than, in each case, an offer or proposal made or submitted by or on behalf of Parent), relating to a Company Acquisition Transaction.

  • Transaction Proposals has the meaning set forth in Section 5.8.

  • Order Amendment means Our Authorised Order Amendment or series of Order Amendments, each Order Amendment having precedence over any earlier Order Amendment.

  • Parent 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 Parent Acquisition Transaction.

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

  • 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 this Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

  • 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.

  • L/C Amendment Application means an application form for amendment of outstanding standby or commercial documentary letters of credit as shall at any time be in use at the Issuing Bank, as the Issuing Bank shall request.

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

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Certificate of Arrangement means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

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

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

  • 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.

  • 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.

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

  • 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.

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

  • 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.

  • Requisite Company Vote has the meaning set forth in Section 3.03(a).

  • Project Proposal has the meaning set forth in Section 2.2(b).

  • Restated Articles means a single document that incorporates the articles together with all amendments made to it;

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

  • Tariff Amendment means an amendment made by XXXXX, from time to time, to the tariff applicable to this Licence, on notice to the Licensee.