Examples of Disinterested Stockholders in a sentence
Business Judgment Review Applies Because KFN’s Disinterested Stockholders Approved the Merger in a Fully Informed Vote Relying on Chancellor Strine’s decision last year in Morton’s (discussed above) and his earlier decision in Harbor Finance Partners v.
In addition, the merger agreement requires, as a non-waivable condition to the consummation of the merger, that stockholders holding at least a majority of the outstanding shares of Dole common stock held by Disinterested Stockholders (other than Dole’s directors and executive officers) vote “ FOR” the Merger Proposal.
Count I thus must be dismissed.B. A Majority of Disinterested Stockholders of Cyan Approved the Merger in a Fully Informed, Uncoerced Vote As a second and independent ground for dismissal of Count I, defendants seek to invoke the cleansing effect flowing from a fully informed, uncoerced stockholder vote under Corwin and its progeny.
In particular, the negotiations focused on Mr. Murdock’s revised proposal that the transaction be structured as a tender offer with a minimum condition of 70% of the outstanding Dole common stock (which would have required a majority of the shares held by Disinterested Stockholders to be tendered) and a top-up option intended to permit Mr. Murdock to acquire at least 90% of the outstanding shares of Dole common stock and effect a short-form merger.
The poor-quality groundwater is likely due to the predominantly agricultural land use in the area and the presence of dairies upgradient from the facility.