Examples of Charter Stockholder in a sentence
If a Stockholder requests a copy of the Stockholder List pursuant to Section 10.04 of the Company’s Charter or any successor provision thereto (the “Charter Stockholder List Provision”), the Adviser is hereby authorized to request a copy of the Stockholder List from the Company’s transfer agent and send a copy of the Stockholder List to any Stockholder so requesting in accordance with the Charter Stockholder List Provision.
If neither the Company nor its applicable Subsidiary has consummated the sale or other disposition of such remaining Patents within forty-five (45) business days of the Patent ROFR Notice, the Company shall not, and shall cause its Subsidiaries not to, thereafter sell or otherwise dispose of any such Patents without first offering such Patents to the Charter Stockholder in the manner provided in this Section 6.1(b).
If the Charter Stockholder does not elect to purchase all of the Patents identified in such Patent ROFO Notice within forty-five (45) business days after the receipt of the Patent ROFO Notice, the Company or its applicable Subsidiary shall have forty-five (45) business days thereafter to sell the remaining Patents in respect of which the Charter Stockholder’s rights were not exercised pursuant to this Section 6.1(a), subject to Section 6.1(b).
The Patent ROFR Notice shall constitute the Company’s irrevocable, binding offer to sell or otherwise dispose the Patents to the Charter Stockholder pursuant to the Minimum Patent Terms.
If neither the Company nor its applicable Subsidiary has sold such remaining Patents within forty-five (45) business days of the Patent ROFO Notice, the Company shall not, and shall cause its Subsidiaries not to, thereafter dispose of any such Patents without first offering such Patents to the Charter Stockholder in the manner provided in this Section 6.1(a).
In the event that there is present at such meeting, in person or by proxy, sufficient favorable voting power to secure the Requisite Charter Stockholder Approval, Charter will not adjourn or postpone the Charter Meeting unless Charter is advised by counsel that it is reasonably necessary to take such actions to comply with its fiduciary duties.
Charter shall use its commercially reasonable efforts to obtain the Requisite Charter Stockholder Approval to consummate the Merger and the other transactions contemplated hereby, and shall ensure that the Charter Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Charter in connection with the Charter Meeting are solicited in compliance with the MGCL, the Charter Articles and Charter Bylaws, and all other applicable legal requirements.
Except for the Requisite Charter Stockholder Approval and the adoption and approval of the Bank Merger Agreement by the board of directors of CharterBank and Charter as its sole shareholder, no other corporate proceedings on the part of Charter are necessary to approve this Agreement or to consummate the transactions contemplated hereby.
This Agreement and the transactions contemplated hereby shall have received the Requisite Charter Stockholder Approval at the Charter Meeting.
Subject to receipt of the United Charter Stockholder Approval, the United Charter (as in effect immediately prior to the Effective Time), shall be amended and restated as of the Effective Time to read in the form of Exhibit B-1 (the “Restated Charter”) and, as so amended and restated, such certificate of incorporation shall be the certificate of incorporation of United until thereafter changed or amended as provided therein or by applicable Law.