Company Proposals definition

Company Proposals means the approval of the Charter Amendment and, if included in the Proxy Statement, issuance of shares of the Company’s common stock and other proposals advisable in connection with the Company’s election to be treated as a real estate investment trust for U.S. federal income tax purposes (so long as such proposals are not inconsistent with this Agreement).
Sample 1Sample 2
Company Proposals means (i) the adoption of this Agreement and approval of the Parent Merger, (ii) approval of the issuance of the Investment Shares, (iii) approval of the issuance of the Acquisition Shares, (iv) approval of the amendment to the I.D. Systems, Inc. 2018 Incentive Plan, (v) approval of the authorized share capital of Parent as set forth in Article Fifth of the Parent Charter, (vi) approval of the indemnification provisions in Article Eleventh of the Parent Charter, (vii) approval of the corporate opportunity provisions in Article Twelfth of the Parent Charter, and (viii) approval of the exclusive forum provisions in Article Sixteenth of the Parent Charter.
Sample 1Sample 2
Company Proposals has the meaning set forth in the Section 4.1.
Sample 1

Examples of Company Proposals in a sentence

  • Topic #2: Issues for 4Tx (Agenda 11.6.2)Companies’ contributions summaryT-doc number T-doc name Company Proposals / Observations R4-2212096 4 Tx RF issues Qualcomm Incorporated Observation 1: The PAs in 4 TX implementations will encounter mutual interference causing reverse IMDs to be created which may degrade the EVM of each Tx output.

  • Discussion on 2nd round (if applicable)T-doc number Company Proposals / Observations Moderator can provide summary of 2nd round here.

  • Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other party.

  • The Company Proposals shall have been approved at or prior to the Effective Time by the requisite vote of the shareholders of the Company required under the MBCA.

  • As soon as practicable, the Company shall call, give notice of, convene and hold a meeting of its shareholders for the purpose of approving the Company Proposals and for such other purposes as may be necessary or desirable in connection with effectuating the transactions contemplated hereby.

  • Except as otherwise contemplated by this Agreement, the Company will use reasonable best efforts to obtain any necessary approval by the Company's shareholders of the Company Proposals.

  • Notwithstanding the foregoing, unless the Board of Directors of the Company, based on the opinion of its outside legal counsel, determines that to do so would result in a breach of the fiduciary duties of the Company's Board of Directors under applicable law, the Company, acting through its Board of Directors, shall include in the Prospectus/Proxy Statement the recommendation of the Board of Directors that shareholders of the Company vote in favor of the Company Proposals.

  • Its development relies on advanced integration design tools and more rigorous design optimization in a quicker design cycle.

  • Company Proposals FutureWei Proposal 1: For multi-TRP non-PDSCH enhancement, clarify the scenario and key assumptions on time/frequency synchronization, backhaul, and M-TRP signal delay spread.

  • At any meeting of the Company's stockholders held for the purpose of voting upon the Company Proposals, all of the Shares then owned by Parent, Purchaser or any other subsidiaries of Parent shall be voted in favor of the Company Proposals.


More Definitions of Company Proposals

Company Proposals means proposals for the (a) approval of this Agreement, the License Agreement, the Amended and Restated Investor Rights Agreement, the Amended and Restated Services Agreement and the transactions contemplated thereunder by the receipt of the affirmative vote of holders of a majority of the issued and outstanding shares of Common Stock other than Ionis and its affiliates (the “Interested Stockholders”), which shall exclude a vote of any of Akcea’s directors and officers, (b) approval of the issuance of the shares of Common Stock to Ionis pursuant to this Agreement and the License Agreement as required by and in accordance with Nasdaq Listing Rule 5635 by a majority of the total votes of the issued and outstanding Common Stock cast on the proposal, which is conditioned upon the approval of clause (a) above, (c) approval of an amendment to the certificate of incorporation of Akcea to increase the authorized number of shares of Common Stock by holders of a majority of the issued and outstanding Common Stock, which is conditioned upon the approval of clause (a) above, and (d) approval of an adjournment of the Meeting, if necessary or appropriate, to permit solicitation of additional proxies in favor of any of the proposals in clauses (a) to (c) by holders of a majority of the Common Stock present in person or represented by proxy at the Meeting.
Sample 1
Company Proposals has the meaning set forth in Section 6.12.
Sample 1
Company Proposals means the following proposals for which the Company shall solicit irrevocable written consent of the holders of the Ordinary Shares and Company Preferred Shares: (i) to approve the Merger and the Transactions and adopt this Agreement, (ii) to convert each Preferred Share into Ordinary Shares immediately prior to the Effective Time in accordance with the terms of the Company’s Organizational Documents (the “Preferred Conversion”), (iii) to approve the New Stock Incentive Plan, (iv) to approve the ESPP, (v) to approve the Amended and Restated Articles and Memorandum of Association of the Company, (vii) to approve the Amended and Restated Certificate of Incorporation of Parentco, (vii) to approve the Amended and Restated Bylaws of Parentco and (viii) such other proposals that the Company Board deems advisable or necessary for the purpose of consummating the Merger and the Transactions.
Sample 1
Company Proposals means proposals for the (a) approval of the Stock Purchase Agreement, the License Agreement, the Amended and Restated Investor Rights Agreement, the Amended and Restated Services Agreement and the transactions contemplated thereunder by the receipt of the affirmative vote of holders of a majority of the issued and outstanding shares of Common Stock other than the Interested Stockholders, which shall exclude a vote of any of Akcea’s directors and officers, (b) approval of the issuance of the shares of Common Stock to Ionis pursuant to the Transaction Documents as required by and in accordance with Nasdaq Listing Rule 5635 by a majority of the total votes of the issued and outstanding Common Stock cast on the proposal, which is conditioned upon the approval of clause (a) above, (c) approval of an amendment to the certificate of incorporation of the Company to increase the authorized number of shares of Common Stock by holders of a majority of the issued and outstanding Common Stock, which is conditioned upon the approval of clause (a) above, and (d) approval of an adjournment of the Meeting, if necessary or appropriate, to permit solicitation of additional proxies in favor of any of the proposals in clauses (a) to (c) by holders of a majority of the Common Stock present in person or represented by proxy at the Meeting.
Sample 1
Company Proposals means the Company’s proposal to approve the sale and issuance of the maximum number of shares of Company Common Stock upon conversion of the Convertible Preferred Stock, based on the then applicable Conversion Price, in accordance with NYSE Rule 312.03(c) and NYSE Rule 312.03(d), as applicable.
Sample 1
Company Proposals has the meaning set forth in Section 5.1.
Sample 1

Related to Company Proposals

  • Superior Company Proposal has the meaning set forth in Section 6.02(e).

  • Competing Proposal shall have the meaning set forth in Section 6.6(f)(i).

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

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

  • Tax Proposals means all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof.

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

  • Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.

  • Proposal means the Technical Proposal and the Financial Proposal of the Consultant.

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

  • 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.

  • Request for Proposals or “RFP” means all documents, including those attached or incorporated by reference, used for soliciting proposals.

  • Company Property means any and all property, both real and personal, tangible and intangible, whether contributed or otherwise acquired, owned by the Company.

  • 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.

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

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

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

  • TO Proposal - Technical means the TO Contractor’s technical response to the CATS II TORFP dateddate of TO Proposal – Technical.

  • Request for Proposals (RFP means all documents, including those attached or incorporated by reference, used for soliciting proposals.

  • Responsive Proposal means a Proposal that complies with the material provisions of this RFP.

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

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • Company Proprietary Software means all Software owned by the Company.

  • 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.

  • Request for Proposal or “RFP” means all documents, including those attached or incorporated by reference, used for soliciting proposals.

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.