Merger Written Consent definition

Merger Written Consent has the meaning set forth in Section 5.4(c).
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Examples of Merger Written Consent in a sentence

  • The Company shall, through the board of directors of the Company, recommend to the Company Stockholders that they adopt this Agreement (the “Company Recommendation”) and shall include the Company Recommendation in the Merger Written Consent.

  • To the extent required by the DGCL, the Company shall promptly (and, in any event, within five (5) Business Days of the date of the Merger Written Consent) deliver to any Company Stockholder who has not executed the Merger Written Consent (a) a notice of the taking of the actions described in the Merger Written Consent in accordance with Section 228 of the DGCL, and (b) the notice in accordance with Section 262 of the DGCL.

  • The Merger Written Consent shall include and constitute the irrevocable approval of the Pathlore Stockholders of (A) the Pathlore Voting Proposal; (B) the escrow and indemnification obligations of the Pathlore Stockholders set forth in Article VII hereof and the deposit of Merger Shares and Merger Cash equal to the Escrow Amount into the Escrow Fund; (C) the appointment of Xxxxx Xxxxxx as the Stockholder Representative and (D) the deposit and use of the Expense Reimbursement Amount.

  • Upon receipt of the Merger Written Consent, the Company shall promptly deliver a copy thereof to Rotor.

  • All Transaction Stockholder Approvals shall have been duly given, including the Company Stockholder Merger Written Consent executed by each of the Company Support Stockholders.

  • The Company will provide Parent with a copy of the Merger Written Consent within two (2) Business Days of receipt.

  • To the extent required by the DGCL, the Company shall promptly (and, in any event, within fifteen (15) Business Days of the date of the Merger Written Consent) deliver to any Company Stockholder who has not executed the Merger Written Consent (a) a notice of the taking of the actions described in the Merger Written Consent in accordance with Section 228 of the DGCL, and (b) the notice in accordance with Section 262 of the DGCL.

  • The Company shall take all actions necessary pursuant to the Company’s Governing Documents and the Company Shareholder Agreements to provide all required notices to the Pre-Closing Holders entitled thereto in connection with obtaining such Merger Written Consent, including notice of the Company Preferred Conversion pursuant to the Conversion Written Consent.

  • The Merger Written Consent shall include and constitute the irrevocable approval of the Fiberxon Stockholders of (A) the Fiberxon Voting Proposal and (B) the appointment of Yxxxx Xxxx as Stockholders’ Agent.

  • Within two (2) hours of the execution of this Agreement, the Company shall deliver to Parent evidence (which may be a version in .pdf format delivered to the email address of Parent set forth in Section 10.2) of the Merger Written Consent.

Related to Merger Written Consent

  • Written Consent means a signed form with the customer’s signature received by the Company through mail, facsimile, or email. A customer may also digitally sign a form that is transmitted to the Company.

  • Majority Shareholder Vote means a vote of “a majority of the outstanding voting securities” (as such term is defined in the 0000 Xxx) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.

  • Requisite Stockholder Approval means the affirmative vote of the holders of a majority of the Target Shares in favor of this Agreement and the Merger.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Company Shareholder Meeting has the meaning set forth in Section 7.1(a).

  • Required Shareholder Approval has the meaning in Section 2.20.

  • Company Shareholder Approval means the approval and adoption of this Agreement and the Transactions (including the Merger) at the Shareholders’ Meeting by the Requisite Company Vote.

  • Requisite Shareholder Approval means the affirmative vote of a majority of the outstanding shares of the Preferred Stock and the Common 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 Authorized Shares Amendment.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • 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.

  • 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.

  • Stockholder 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 stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.

  • Requisite Company Vote has the meaning set forth in Section 3.03(a).

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

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

  • Stockholder Meeting means each annual or special meeting of stockholders of the Company, or any action by written consent of the Company’s stockholders in lieu thereof, and any adjournment, postponement, rescheduling, continuation or meeting held in lieu thereof;

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Common Stock Joint Written Direction means a written direction executed by the Investor and the Company directing Investor's Counsel to disburse all or a portion of the shares of the Company's Common Stock or to refrain from taking any action pursuant to this Agreement.

  • Required Vote has the meaning ascribed thereto in Section 2.3(c)(ii);

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

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Parent Board Recommendation has the meaning set forth in Section 5.12(a).

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

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

  • Parent Stockholder Approval means the approval of the Parent Common Stock Issuance by the affirmative vote of a majority of the votes cast at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent.

  • Company Board Recommendation has the meaning set forth in Section 3.03(d).