Holdings Consent definition

Holdings Consent has the meaning set out in Section 4.1(d);
Sample 1Sample 2Sample 3
Holdings Consent is defined in Section 6.21.
Sample 1
Holdings Consent shall have the meaning set forth in the Recitals.
Sample 1

Examples of Holdings Consent in a sentence

  • Any Beneficiary named in the List prepared in connection with any Holdings Meeting or Holdings Consent will, solely as and to the extent provided in this Agreement, be entitled to instruct the Trustee in the manner described in Section 4.3 with respect to the exercise of the Beneficiary Votes to which such Beneficiary is entitled.

  • The Committee may write to the person involved and remind him/her of the Code of Conduct.

  • Any Beneficiary named in the List prepared in connection with any Holdings Meeting or Holdings Consent will be entitled (a) to instruct the Trustee in the manner described in Section 4.3 with respect to the exercise of the Beneficiary Votes to which such Beneficiary is entitled or (b) to attend such meeting and personally exercise thereat, as the proxy of the Trustee, the Beneficiary Votes to which such Beneficiary is entitled.

  • The Trustee, as the holder of record of the Special Voting Share, shall be entitled to all of the Voting Rights, including the right to vote the Special Voting Share in person or by proxy on any matters, questions, proposals or propositions whatsoever that may properly come before the shareholders of Holdings at a Holdings Meeting and the right to consent in connection with a Holdings Consent.

  • For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any Holdings Meeting or Holdings Consent, the number of Exchangeable Units owned of record by such Beneficiary shall be determined at the close of business on the record date established by Holdings or by applicable law for purposes of determining shareholders entitled to vote at such Holdings Meeting.

  • The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the Distribution, have been duly and validly approved by the Board of Directors of Holdings and Silicon, as applicable, subject, in the case of the Merger, to the delivery of the Holdings Consent.

  • A statement to the effect that the directors of LINPAC Holdings have approved this Agreement and the transactions contemplated hereby and have recommended to such lenders and shareholders that such lenders and shareholders provide the Holdings Consent shall be included in the Consent Notice and any other request or notice issued to the lenders and shareholders of LINPAC Holdings pursuant to the terms of the LINPAC Credit Agreement and the LINPAC Shareholders’ Agreement.

  • As of the date hereof, the directors of LINPAC Holdings have approved this Agreement and the transactions contemplated hereby, which approval includes a recommendation to be provided to the lenders and shareholders that such lenders and shareholders provide the Holdings Consent.

  • Except for the Holdings Consent, no other corporate or limited liability company proceedings on the part of Holdings or Silicon, as applicable, are necessary to approve this Agreement or to consummate the transactions contemplated hereby (including the Merger and the Distribution).

  • Boron shall have received from Silicon a copy of the executed consent in the form of Exhibit A constituting the Holdings Consent.

Related to Holdings Consent

  • Unanimous Consent means the consent of Lenders (other than Delinquent Lenders) holding 100% of the Commitments (other than Commitments held by a Delinquent Lender).

  • Express consent means the confirmed express consent you have provided to our processing of your personal data by actively accepting this Privacy Policy.

  • Requisite Stockholder Approval has the meaning set forth in Section 3.2.

  • 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 means the affirmative vote of a majority of the outstanding shares of the Company’s Voting Stock (voting together as a single class) and the affirmative vote of a majority of the outstanding shares of Common Stock (voting separately as a single class), in each case approving the amendment of the Company’s amended and restated articles of incorporation to increase the number of authorized shares of Common Stock to 150,000,000 shares.

  • Required Consent has the meaning set forth in Section 4.4.

  • Superior Acquisition Proposal means a bona fide Acquisition Proposal made by a third party for one or more of the McNeil Partnerships which the general partner of each such McNeil Partnership determines in good faith to be more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Mergers and the other transactions contemplated by this Agreement with respect to such McNeil Partnership, and which such general partner determines in good faith is reasonably likely to be consummated.

  • Major Amendment means any change which is not a minor amendment.

  • Holdings Common Stock means the common stock of Holdings, par value $.01 per share.

  • 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, director or advisers 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 proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • 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 Underlying 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 Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) in any other Person.

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

  • LCA Election has the meaning specified in Section 1.09(a).