Merger Sub Stockholder Consent definition

Merger Sub Stockholder Consent has the meaning set forth in Section 5.2.
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Merger Sub Stockholder Consent is defined in the Recitals.
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Examples of Merger Sub Stockholder Consent in a sentence

  • The Merger Sub Stockholder Consent has not been revoked and is in full force and effect.

  • Each of the Purchaser Parties has the requisite power and authority to execute and deliver this Agreement and, upon effectiveness of the Merger Sub Stockholder Consent, to consummate the Contemplated Transactions.

  • Merger Sub Stockholder Consent and Other Transaction Consents 81 Section 6.17.

  • The Merger Sub Stockholder Consent shall not be modified or rescinded.

  • Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and, subject to obtaining the Merger Sub Stockholder Consent and the Parent Stockholder Consent (both as hereinafter defined), to perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby.

  • DPSG has delivered to Maple Parent a copy of the Merger Sub Stockholder Consent, which Merger Sub Stockholder Consent is currently in effect and has not been rescinded.

  • A provision of this Agreement may only be amended and the observance thereof may only be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Majority Investors, except for Section 5 which may be amended with the written consent of the Majority Series A Investors, the Majority Series B Investors and the holders of a majority of the Ordinary Shares.

  • Purchaser has approved, effective upon the execution of this Agreement, in the Merger Sub Stockholder Consent, the execution by Merger Sub of this Agreement and the other Transaction Documents to which Merger Sub is a party and the consummation by Merger Sub of the Transactions.

  • The Majority Series A Investors and Majority Series B Investors shall each have the right to challenge any determination by the Board of Directors of fair market value pursuant to this Article 125(h), in which case the determination of fair market value shall be made by an independent appraiser selected jointly by the Board of Directors and the challenging parties, the cost of such appraisal to be borne equally by the Company and the challenging parties.

  • No vote of Parent’s or Merger Sub’s stockholders is necessary to approve this Agreement or any of the transactions contemplated hereby, including the Merger (except for the Merger Sub Stockholder Consent, which shall be duly executed and delivered and become effective immediately following the execution and delivery of this Agreement by each of the Parties).

Related to Merger Sub Stockholder Consent

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Company Shareholders means holders of Company Shares.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Merger Sub I has the meaning set forth in the Preamble.

  • Company Shareholder means a holder of one or more Company Shares;

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Merger Sub has the meaning set forth in the Preamble.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • MergerSub has the meaning set forth in the Preamble.

  • Common Stockholders means holders of shares of Common Stock.

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

  • Company Shareholder Meeting has the meaning specified in Section 8.2(b).

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016 as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;