Parent Proposals definition

Parent Proposals has the meaning set forth in Section 6.5(e).
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Parent Proposals has the meaning specified in Section 7.01(b).
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Parent Proposals means the following proposals to be considered for approval by the Parent’s shareholders: (i) the issuance of the Stock Consideration in the Merger and any equity or debt financing that is required by the listing and corporate governance rules of Nasdaq, (ii) the adoption of the Retention Plan, (iii) the non-binding advisory approval of executive compensation arrangements for the executive officers of Parent to be effective upon the Closing; and (iv) the possible adjournment of any meeting to approve items (i) and (ii) in the event additional votes of Parent’s shareholders are necessary.
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Examples of Parent Proposals in a sentence

  • Parent shall use its reasonable best efforts to obtain the approval of the Parent Proposals at the Parent Stockholders’ Meeting, including by soliciting from its stockholders proxies as promptly as possible in favor of the Parent Proposals.

  • The Parent Board shall recommend to its stockholders that they approve the Parent Proposals (the “Parent Board Recommendation”) and shall include such recommendation in the Proxy Statement.

  • Parent shall use reasonable best efforts to solicit from its stockholders proxies in favor of the approval and adoption of the Merger and this Agreement and the other Parent Proposals.

  • Parent’s Board of Directors shall recommend that the holders of Parent Common Shares vote in favor of the Parent Proposals.

  • The Parent Board shall recommend to its stockholders that they approve the Parent Proposals and shall include such recommendation in the Proxy Statement.

  • This Agreement and the Merger shall have been duly adopted and approved, and the Merger shall have been duly approved, by the Required Company Stockholder Vote and by the Required Parent Shareholder Vote and the Parent Proposals shall have been approved as required by applicable law.

  • Parent, through Parent’s board of directors, shall recommend that Parent’s stockholders vote in favor of adopting and approving all Parent Proposals, and Parent shall include such recommendation in the Proxy Statement.

  • Parent shall use reasonable best efforts to solicit from its shareholders proxies in favor of the approval and adoption of the Merger and this Agreement and the other Parent Proposals.

  • Parent’s Board of Directors shall recommend that the Parent Stockholders vote in favor of the Parent Proposals, and neither Parent’s Board of Directors, nor any committee thereof, shall withhold, withdraw, amend, modify, change or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to the Company, such recommendation.

  • Parent shall use its reasonable best efforts to obtain the approval of the Parent Proposals at the Parent Stockholders’ Meeting, including by soliciting from its stockholders proxies as promptly as possible in favor of the Parent Proposals, and shall take all other action necessary or advisable to secure the required vote or consent of its stockholders.


More Definitions of Parent Proposals

Parent Proposals means (i) approval of the Parent Common Stock Issuance, (ii) approval and adoption of an amendment to the Parent Charter to increase the number of authorized shares of Parent Common Stock, (iii) approval and adoption of any amendments to the Parent Charter necessary to implement the Financing and (iv) approval of such additional proposals as mutually agreed by Parent and the Company.
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Parent Proposals means the proposals to be submitted to the shareholders of Parent to approve the following (whether submitted to Parent’s shareholders separately or part of a composite resolution): (i) the transactions contemplated by the Merger Agreement; (ii) the appointment of Xxxxx Xxxxx and Xxxx Xxxxxxxxx to the Board of Directors of Parent as of the Effective Time (as defined in the Merger Agreement) (or, if Xx. Xxxxx or Xx. Xxxxxxxxx is unable or unwilling to serve in that capacity (and either of them or the Company has so indicated in writing), any other individual(s) that may be reasonably acceptable to Parent and the Company; (iii) an increase in the maximum number of Directors of Parent to sixteen at any time (in accordance with the articles of association of Parent) (iv) an increase in the authorized ordinary share capital of Parent in an amount reasonably necessary to consummate the transactions contemplated by the Merger Agreement; (v) an authority to allot relevant securities pursuant to section 80 of the Companies Act 1985 in the form of Parent Ordinary Shares for the purposes of the transactions contemplated by the Merger Agreement; (vi) an exclusion of Assumed Options (as defined in the Merger Agreement) from the dilution limits in the existing Parent share plans or arrangements; (vii) an increase in the maximum number of Directors of Parent to sixteen at any time; (viii) the delivery of notices of the meetings of the Board of Directors of Parent to Directors residing outside the United Kingdom; and (ix) the provision to the holders of Parent ADRs (as defined in the Merger Agreement) of substantially the same rights as holders of Parent Ordinary Shares.
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Parent Proposals shall the meaning assigned to it in Section 5.13(a)
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Related to Parent Proposals

  • Transaction Proposals has the meaning set forth in Section 5.8.

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • 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.

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • 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.

  • Financial Proposal means the Contractor’s Financial Proposal dated (Financial Proposal date).

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Tax Proposals means all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof.

  • Competing Proposal shall have the meaning set forth in Section 6.6(f)(i).

  • 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.

  • Responsive Proposal means a Proposal that complies with the material provisions of this RFP.

  • Proposals has the meaning specified in Section 8.02(c).

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • Company Superior Proposal shall have the meaning set forth in Section 7.4(b).

  • Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

  • Proposal means the Technical Proposal and the Financial Proposal of the Consultant.

  • Superior Company Proposal has the meaning set forth in Section 6.02(e).

  • TO Financial Proposal means the TO Contractor’s financial response to the CATS+ TORFP dated date of TO Financial Proposal.

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Adjournment Proposal means a proposal to adjourn the special meeting of the stockholders of Thayer to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at such special meeting.

  • Bid Proposal or “Proposal” means the bidder’s proposal submitted in response to the RFP.

  • Technical Proposal means the Contractor’s Technical Proposal dated (Technical Proposal date).