Minority Stockholder Approval definition

Minority Stockholder Approval means the affirmative vote of stockholders of the Company representing at least a majority of the Voting Power of the Company Beneficially Owned by stockholders of the Company that are not Stockholders or Affiliates thereof.
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Minority Stockholder Approval shall have the meaning set forth in Section 6.2(g);
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Minority Stockholder Approval means the affirmative vote of stockholders of SEG representing at least a majority of the voting power of the SEG Securities entitled to vote on the matter that are not owned of record or beneficially by the Standby Purchasers or their Affiliates or the Named Executive Officers identified in the proxy statement or registration statement relating to such Minority Stockholder Approval (the “Senior Officers”); (B) “Disinterested Director Approval” shall mean the affirmative approval of a special committee of the SEG Board comprised solely of Independent Directors who are disinterested and independent under Delaware law as to the matter under consideration, duly obtained in accordance with the applicable provisions of the Company’s organizational documents, applicable law and Applicable Governance Rules; (C) “Independent Director” shall mean a director on the SEG Board that qualifies as “independent” under the requirements of Rule 10A-3 under the Exchange Act and Applicable Governance Rules; and (D) “Applicable Governance Rules” shall mean the rules, regulations and listing standards promulgated by any securities exchange on which the shares of Common Stock are traded. For the avoidance of doubt, no Standby Purchaser or Standby Purchaser Nominee shall be responsible for making any determination as to the eligibility of any shareholder or director to participate or not in any of the voting contemplated by this Section 6.2(g).
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Examples of Minority Stockholder Approval in a sentence

  • The Parent Majority of the Minority Stockholder Approval shall have been obtained in accordance with applicable Law and the certificate of incorporation and bylaws of Parent.

  • The consummation of the transactions contemplated hereby are within its corporate powers and have been duly authorized by all necessary corporate actions on its part; provided that the consummation of the Merger by the Company is subject to the receipt of the Company Stockholder Approval, the Parent Share Issuance is subject to receipt of the Parent Stockholder Approval and the consummation of the Merger by Parent is subject to receipt of the Parent Majority of the Minority Stockholder Approval.

  • This Agreement shall have been adopted by the affirmative vote of the holders of at least a majority of the outstanding shares of the Company Common Stock voting at the Company Stockholder Meeting and not taking into account any votes cast by holders of the Series C Stock, by Commonwealth Associates, L.P. or any affiliates or officers or directors thereof, or any director or executive officer of the Company (the "Minority Stockholder Approval").

  • Other than the SPAC Stockholder Approval and SPAC Minority Stockholder Approval, no other corporate proceedings on the part of SPAC is necessary to approve the consummation of the Transactions.

Related to Minority Stockholder Approval

  • Company Stockholder Approval has the meaning set forth in Section 4.2(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 Shareholder Approval has the meaning set forth in Section 4.03(d).

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

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • 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.

  • Required Shareholder Approval has the meaning in Section 2.20.

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

  • 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;

  • Shareholder Approval Date means the date on which this Plan is approved shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed on quoted, and other laws, regulations and obligations of the Company applicable to the Plan.

  • 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.

  • 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.

  • Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.

  • 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.

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

  • Authorized Share Approval means approval of the Amendment by the shareholders of the Company.

  • 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.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

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

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Majority Stockholder means, collectively or individually as the context requires, TPG Capital, L.P., Apollo Global Management, LLC and/or their respective affiliates.

  • Common Stockholders means holders of shares of Common Stock.

  • Pre-approval means written notification via a pre-approval letter to Customer that Ameren Illinois has reviewed Customer's Application and determined that the project meets the program eligibility requirements for a maximum pre-approved incentive amount if the project is completed by the estimated completion date and all final application paperwork is submitted and approved.

  • Company Shareholder Meeting means a duly convened meeting of the Company’s shareholders called to obtain the Company Shareholder Approval, or any valid adjournment or postponement thereof made in accordance with this Agreement.

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