Company Stockholder Consent definition

Company Stockholder Consent is defined in the Recitals.
Sample 1Sample 2Sample 3
Company Stockholder Consent means the written consent of the holders of a majority of the outstanding voting stock of the Company, pursuant to which the proposal to adopt this Agreement and the Merger is approved.
Sample 1Sample 2Sample 3
Company Stockholder Consent has the meaning specified in Section 6.07(a).
Sample 1Sample 2

Examples of Company Stockholder Consent in a sentence

  • Promptly upon receipt of the executed Company Stockholder Consent from sufficient Company Stockholders to secure the Company Stockholder Approval, the Company shall deliver copies thereof to Acquirer.

  • The Company has the requisite corporate power and authority to execute and deliver this Agreement and Related Documents to which it is, or will become, a party, to perform its obligations hereunder and thereunder and to consummate the Merger, and all other transactions contemplated hereunder and thereunder, except for the Company Stockholder Consent, which consent shall be obtained as a condition to Closing.

  • The execution of the Company Stockholder Consent by the Company Stockholders listed on Exhibit B-1 is sufficient for the Company Stockholder Approval.

  • The Company Stockholder Consent is the only approval of the holders of any Company Stock required under the DGCL, the Company’s charter documents and any agreements among the Company and its stockholders to approve of the Merger and other Contemplated Transactions.

  • The Company Stockholder Consent shall have been obtained and the Company shall have delivered to Parent evidence thereof that is reasonably acceptable to Parent.

  • This Agreement may be amended by the Parties at any time by mutual consent; provided, however, that, after the Company Stockholder Consent is obtained, no amendment shall be made that by Applicable Law requires further approval by such stockholders, without such further approval being obtained.

  • Alternatively, the Company shall use its best efforts to obtain, in lieu of holding the Company Stockholder Meeting, the written consent of Company stockholders necessary under its certificate of incorporation, bylaws and the DGCL to obtain the Company Stockholder Consent).

  • The Company has the corporate right, power and authority to enter into and, subject to receipt of the Company Stockholder Consent, to perform its obligations under this Agreement.

  • The Registration Statement shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger (the “Prospectus”), and (ii) a joint proxy statement of Parent and the Company for use in connection with the solicitation of proxies for the vote to obtain the (A) Parent Stockholder Consent to be considered at the Parent Stockholder Meeting, and (B) Company Stockholder Consent to be considered at the Company Stockholder Meeting (the “Proxy Statement”).

  • Upon execution of the Company Stockholder Consent by the Company Stockholders listed on Exhibit A-1, the Merger and the execution, delivery and performance by the Company of this Agreement, each of the Company Ancillary Agreements and all other agreements, transactions and actions contemplated hereby or thereby, will have been duly and validly approved and authorized by all requisite corporate action of the Company.


More Definitions of Company Stockholder Consent

Company Stockholder Consent shall have meaning set forth in Section 3.2(d).
Sample 1
Company Stockholder Consent has the meaning set forth in Section 4.9.
Sample 1
Company Stockholder Consent has the meaning set forth in the recitals.
Sample 1
Company Stockholder Consent has the meaning given in Recital E.
Sample 1
Company Stockholder Consent. Is defined in Section 2.2(c).
Sample 1
Company Stockholder Consent means the approval of the A&R Charter and the A&R Bylaws by the irrevocable affirmative written consent of the Requisite Company Stockholders in the form attached as Exhibit A, pursuant to the terms and in accordance with and satisfaction of the conditions of the Company Organizational Documents and applicable Law.
Sample 1

Related to Company Stockholder Consent

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Parent Stockholders means the holders of Parent Common Stock.

  • Company Shareholders means holders of Company Shares.

  • Company Shareholder means a holder of Company Shares.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Common Stockholders means holders of shares of Common Stock.

  • Parent Stockholder Approval means the approval of the Parent Common Stock Issuance by the affirmative vote of a majority of the votes cast at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016, as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Company Shares means the common shares in the capital of the Company;

  • Company Shareholder Meeting means a duly convened meeting of the Company’s shareholders called to obtain the Company Shareholder Approval, or any valid adjournment or postponement thereof made in accordance with this Agreement.

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Merger Shares has the meaning set forth in Section 2.2(c).