Governance Proposals definition

Governance Proposals means the non-binding, advisory proposals to adopt certain governance provisions in the Proposed Certificate of Incorporation and the Proposed Bylaws.
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Governance Proposals means the proposals to approve by special resolution proposal numbers 4(A) through 4(D) set forth herein for approval on a non-binding advisory basis, in accordance with the SEC guidance to give shareholders the opportunity to present their separate views on certain corporate governance provisions in the Proposed Governing Documents.
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Governance Proposals means the proposals to approve, a non-binding advisory basis, certain governance provisions in the Company Charter, presented separately in accordance with SEC guidance.
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Examples of Governance Proposals in a sentence

  • The Special Committee and the Board of Directors of the Company shall recommend to the stockholders of the Company that the stockholders adopt this Agreement and approve each of the Governance Proposals and the Stockholder Rights Proposal.

  • The Governance Proposals are a proper matter for stockholder action under the General Corporation Law of Delaware.

  • The Company shall not propose to its stockholders the adoption of any of the Governance Proposals or the Stockholder Rights Proposal as independent amendments to the Company's Restated Certificate of Incorporation, but only as amendments to be adopted upon the effectiveness of the Merger.

  • The Company shall not propose to its stockholders the adoption of any of the Governance Proposals, the Authorized Capital Increase Proposal, the Name Change Proposal or the Stockholder Rights Proposal as independent amendments to the Company’s Restated Certificate of Incorporation, but only as amendments to be adopted upon the effectiveness of the Merger.

  • The execution, delivery and performance by CXP of the Transaction Agreements and the consummation by CXP of the Transactions have been duly authorized by all necessary corporate action on the part of CXP, other than the formal declaration of the Cash Dividend by the Board of Directors of CXP and the approval of the Reclassification, the Governance Proposals the Authorized Capital Increase Proposal, the Name Change Proposal and the Stockholder Rights Plan Proposal by the stockholders of CXP.

  • Accordingly, abstentions and broker non-votes will have no effect on the approval of the Governance Proposals and will not be counted in the total votes cast on this matter.

  • The Special Committee and the Board of Directors of the Company shall recommend to the stockholders of the Company that the stockholders adopt this Agreement and approve each of the Governance Proposals, the Authorized Capital Increase Proposal, the Name Change Proposal and the Stockholder Rights Proposal.

  • As disclosed in the Company’s December 9, 2022, Form 8-K (the “Results Form 8-K”), attached hereto as Exhibit D, the Business Combination Proposal, Charter Proposals, Governance Proposals, Omnibus Incentive Plan Proposal, and Nasdaq Proposal were all approved by a majority of the outstanding shares of common stock.

  • Therefore, if stockholders, voting as a single class, approved the Charter Proposals and the Condition Precedent Proposals, regardless of the vote on the Governance Proposals, then the 2022 Proxy Statement explained that the Company would file the New Certificate of Incorporation, which is attached hereto as Exhibit C.

  • As discussed above, a vote to approve the Governance Proposals is an advisory vote, and therefore, is not binding on [the Company] or [the Company’s] board of directors.


More Definitions of Governance Proposals

Governance Proposals has the meaning set forth in the Merger Agreement.
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Related to Governance Proposals

  • 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.

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

  • 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.

  • Parent Board means the board of directors of Parent.