Unanimous Consent Consent of Revolving Credit Lenders (other than Delinquent Revolving Credit Lenders) holding 100% of the Loan Commitments (other than Loan Commitments held by a Delinquent Revolving Credit Lender).
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Requisite Stockholder Approval means the affirmative vote of the holders of a majority of that company’s issued and outstanding shares entitled to vote on the Merger actually voting in favor of this Agreement and the Merger.
Lender Consent means any lender consent delivered by a Lender on the Closing Date in the form of Exhibit 4.1(a).
Requisite Shareholder Approval shall have the meaning set forth in Section 4.3(a).
Required Consent has the meaning set forth in Section 4.4.
Superior Acquisition Proposal means any Acquisition Proposal containing terms which the Company Board determines in its good faith judgment (based on the advice of an independent financial advisor) to be more favorable to the Company’s stockholders than the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Company Board, is reasonably capable of being obtained by such third party.
Major Amendment means any change which is not a minor amendment.
Holdings Common Stock means the common stock, par value $0.01 per share, of Holdings.
Requisite Approval means the affirmative vote of the holders of at least a majority of the shares of outstanding Company Common Stock and outstanding Company Preferred Stock voting as a single class.
Consent Notice has the meaning set forth in Section 4.6(a).
Approved Share Plan means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which Ordinary Shares and standard options to purchase Ordinary Shares may be issued to any employee, officer or director for services provided to the Company in their capacity as such.
Required Shareholder Approval has the meaning in Section 2.20.
Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.
Notice of Superior Proposal has the meaning set forth in Section 5.09(e).
Shareholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Shares and Warrant Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date.
Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).
Plan of Merger has the meaning set forth in Section 2.2.
Company Consent mean, respectively, a written request, order or consent signed in the name of the Company by an Officer of the Company.
Change in Recommendation has the meaning set forth in Section 6.02(a).
Consent means written permission signed by a duly authorized officer or employee of the Commonwealth, provided that where the material facts have been disclosed, in writing, by prequalification, bid, proposal, or contractual terms, the Commonwealth shall be deemed to have consented by virtue of the execution of this contract.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Superior Proposal has the meaning set forth in Section 5.09(a).
Stock Acquisition means the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the Stock of any other Person.
Parent Acquisition Proposal means any offer or proposal for, or any indiction of interest in, a merger, consolidation or other business combination involving Parent or any of the Parent Subsidiaries or the acquisition of any equity interest in, or a substantial portion of the assets of, Parent or any of the Parent Subsidiaries, other than the transactions contemplated by this Agreement and the Other Purchase Agreements.
LCA Election has the meaning specified in Section 1.09(a).