Exchange Proposal definition
Examples of Exchange Proposal in a sentence
At the Company Stockholder Meeting, the Company shall submit to a vote of its stockholders the Merger Proposal and the Option Exchange Proposal.
Except as required by applicable Law, the Company shall not establish a record date for, call, give notice of, convene or hold any meeting of the Company stockholders unless and until the Company Stockholder Meeting has been held, a vote of the Company stockholders has been taken on the Merger Proposal and the Option Exchange Proposal and the Company Stockholder Meeting has been adjourned.
Except as required by applicable Law, the Company shall not propose for consideration or submit for a vote any matters at the Company Stockholder Meeting other than the Merger Proposal and the Option Exchange Proposal (or an adjournment of the Company Stockholder Meeting, if permitted hereunder) without the prior written consent of Parent.
For the avoidance of doubt, the Company shall not be required (i) to hold the Company Stockholder Meeting if this Agreement is validly terminated in accordance with Section 8.1 or (ii) to make a formal recommendation to its stockholders on the Option Exchange Proposal.
The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock, voting together as a class, in favor of the Option Exchange Proposal (the “Requisite Option Exchange Approval”) is the only vote of the holders of any class or series of Company Capital Stock necessary (under applicable Laws or otherwise) to consummate the Option Exchange Program.
Purchaser, the Company and NVP desire to make certain representations, warranties, covenants and agreements in connection with the Purchase, the Offer and the Exchange Proposal and also to prescribe various conditions to consummation of the Purchase, the Offer and the Exchange Proposal.
Prior to filing or mailing of any Proxy Statement in connection with the Exchange Proposal, upon MHR’s request, the Corporation shall provide MHR a reasonable opportunity to review and comment on such Proxy Statement with respect to any information about the Exchange Proposal included therein and shall include in such Proxy Statement all such comments reasonably proposed by MHR pursuant to the foregoing.
All of the Investor Consents and Filings and all of the Company Consents and Filings, in each case that are required to be obtained or made prior to the consummation of the Transactions, including, without limitation, the approval of the Exchange Proposal by the Company’s stockholders (the “Stockholder Approval”), shall have been obtained or made and all applicable waiting periods related thereto shall have expired or been terminated.
Any election by a holder of Company Options pursuant to the Exchange Proposal will be conditional upon the exchange by Purchaser of Consideration Stock pursuant to the Offer on the Closing Date.
Purchaser hereby agrees that it will comply with the provisions of the Offer Documents relating to the Exchange Proposal insofar as those provisions relate to its obligations.