Parent Board Approval definition

Parent Board Approval shall have the meaning set forth in Section 5.3(a).
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Parent Board Approval. Section 4.3(b)
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Parent Board Approval means the approval of the board of directors of Parent of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, including the Mergers, in accordance with the DGCL and the Parent Charter Documents.
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Examples of Parent Board Approval in a sentence

  • Parent Board Approval constitutes approval of this Agreement and the Merger as required under any applicable state takeover Law and no such state takeover Law is applicable to the Merger or the other transactions contemplated hereby, including, without limitation, the restrictions on business combinations contained in Section 203 of Delaware Law.

  • The Parent Board Approval constitutes approval of this Agreement as required under any applicable state takeover Law and no such state takeover Law is applicable to the Merger or the other transactions contemplated hereby, including, without limitation, the restrictions on business combinations contained in Section 203 of the DGCL.

  • On or before January 27, 1999, the Parent will convene and hold a meeting of its Board of Directors for the purpose of approving this Agreement and the transactions contemplated hereby (the "Parent Board Approval").

  • Parent Board Approval constitutes approval of this Agreement and the Merger as required under any applicable state takeover Law and no such state takeover Law is applicable to the Merger or the other transactions contemplated hereby.

  • The Parent Board Approval constitutes the approval of this Agreement and the transactions contemplated hereby (including without limitation the Merger) and thereby under the provisions of Section 203 of the DGCL such that the restrictions contained in Section 203 of the DGCL do not apply to this Agreement, or the transactions contemplated hereby (including without limitation the Merger) and thereby.

  • The Parent Board Approval constitutes or includes approval of this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby, including the Merger and the Share Issuance, as required under any applicable Takeover Law, and no such Takeover Law is applicable to this Agreement or the Voting Agreements or the transactions contemplated hereby or thereby, including the Merger and the Share Issuance.

  • Assuming the accuracy of the representations and warranties set forth in Section 3.1(s), the Parent Board Approval constitutes approval of this Agreement and the Mergers for purposes of Sections 13.1-725 through 13.1-727 of the VSCA.

  • The Parent Board Approval constitutes approval by and on behalf of Parent and Merger Sub of this Agreement and the Merger for purposes of Section 251 of the DGCL and Section 203 of the DGCL.

  • Except for the Parent Board Approval and the approval of the sole shareholder of the Company and the Existing Stockholder, which shall be received prior to Closing, no other corporate proceedings on the part of the Company, the Existing Stockholder or the Parent are necessary to approve and authorize the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby.

  • The Board of Directors of Parent, by written resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held (the "Parent Board Approval"), has (a) declared this Agreement, the issuance of Parent Common Shares in connection with the Merger (the "Issuance") and the Merger to be advisable and (b) approved this Agreement and the transactions contemplated hereby, including the Issuance.


More Definitions of Parent Board Approval

Parent Board Approval is defined in Section 5.10(a).
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Parent Board Approval shall have the meaning set forth in the recitals hereto.
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Parent Board Approval has the meaning set forth in the recitals of this Agreement.
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Parent Board Approval has the meaning set forth in the Recitals.
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Related to Parent Board Approval

  • Board Approval means the affirmative vote of a majority of the Disinterested Directors of the Company or a unanimous written consent of the Board of Directors of the Company duly obtained in accordance with the applicable provisions of the Company's certificate of incorporation, bylaws and applicable law.

  • Parent Board means the board of directors of Parent.

  • Company Board means the Board of Directors of the Company.

  • Company Board of Directors means the board of directors of the Company.

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

  • MUSL Board means the governing body of the MUSL, which is comprised of the chief executive officer of each Party Lottery.

  • Independent Board Committee means the independent board committee of the Company

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

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

  • 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;

  • Required Shareholder Approval has the meaning in Section 2.20.

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

  • Member board means a state agency in a member state that acts in the sovereign interests of the state by protecting the public through licensure, regulation, and education of physicians as directed by the state government.

  • CPF Board means the Central Provident Fund Board, a body corporate established under the Central Provident Fund Act (Cap. 36);

  • 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 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.

  • 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.

  • 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.

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

  • Compensation Committee means the Compensation Committee of the Board.

  • 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.

  • Transition Committee shall have the meaning set forth in Section 2.14.

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

  • Independent Board Member means a trustee of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.

  • R.S. Board means the Board of Governors of the Federal Reserve System or any successor thereto.