Parent Required Vote definition

Parent Required Vote has the meaning specified in Section 3.23.
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Parent Required Vote shall have the meaning set forth in Section 3.10. PARENT SEC DOCUMENTS. "Parent SEC Documents" shall have the meaning set forth in Section 3.3. PARENT STOCKHOLDERS' MEETING. "Parent Stockholders' Meeting" shall have the meaning set forth in Section 5.3(a). PARENT TRIGGERING EVENT. A "Parent Triggering Event" shall be deemed to have occurred if: (i) the Board of Directors of Parent shall have failed to recommend that Parent's stockholders vote in favor of, or shall for any reason have withdrawn or shall have amended or modified in a manner adverse to the Company its unanimous recommendation that Parent's stockholders vote in favor of the Merger or approval or adoption of this Agreement; (ii) Parent shall have failed to include in the Proxy Statement/ Prospectus the unanimous recommendation of Parent's Board of Directors that Parent's stockholders vote in favor of approval and adoption of this Agreement and the Merger; or (iii) Parent shall have failed to hold the Parent Stockholders' Meeting as promptly as practicable and in any event within 45 days after the definitive Proxy Statement/Prospectus was filed with the SEC. PAST FINANCIAL STATEMENTS. "Past Financial Statements" shall mean those financial statements of the Company (including footnotes thereto) set forth in Section 2.4(b). PENSION PLAN. "Pension Plan" shall have the meaning set forth in Section 2.10(b).
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Parent Required Vote has the meaning set forth in Section 3.4. Parent SEC Document. "Parent SEC Document" shall have the meaning specified in Section 3.2.
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Examples of Parent Required Vote in a sentence

  • The Parent Stock Issuance shall have been approved by the Parent Required Vote.

  • The separate votes comprising the Parent Required Vote are the only votes of any class of capital stock of the Parent required by Australian Law, the rules and regulations of the ASX, and the Parent’s Organizational Documents necessary to approve and adopt this Agreement and the Transactions.

  • In addition, these impacted elements on the identity reconstruction of refugees could reveal the acculturation and inclusion of refugees in Finnish organizations.In the data analysis section, the three created significant themes were discussed in detail by providing many examples and illustrations.

  • The Company shall have obtained the Company Required Vote, and Parent shall have obtained the Parent Required Vote.

  • The Company shall have obtained the Company Required Vote, and Parent shall have obtained the Parent Required Vote, in each case in accordance with applicable Law.

  • The affirmative vote of the holders of shares representing a majority of the shares of Parent Common Stock entitled to vote on the approval and adoption of this Agreement and the Merger (the "Parent Required Vote") is the only vote or approval of the holders of any class or series of capital stock of the Parent necessary to adopt this Agreement and to approve the transactions contemplated hereby.

  • The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other action, except for the Parent Required Vote.

  • The affirmative vote of a majority of votes cast on a proposal in a proxy bearing on the Share Issuance, in which the total vote cast on the Share Issuance represents over fifty percent (50%) in interest of all securities entitled to vote on the proposal, is required to approve the Share Issuance (the required shareholder votes referred to in this sentence and two preceding sentences are collectively referred to herein as the "Parent Required Vote").

  • Except for the Parent Required Vote, no corporate or other proceedings on the part of either Parent or Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement by either of Parent or Merger Sub and the consummation of the transactions contemplated hereby.

  • Parent and Merger Sub have full corporate power and corporate authority to execute and deliver this Agreement and, subject to receipt of the Parent Required Vote (as hereinafter defined) (to the extent such Parent Required Vote is required by applicable law), to consummate the transactions contemplated hereby.


More Definitions of Parent Required Vote

Parent Required Vote means the affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock.
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Related to Parent Required Vote

  • Required Vote has the meaning ascribed thereto in Section 2.2(b);

  • Consent Required Loan means a Loan that is capable of being assigned or novated with the consent of the Reference Entity or the guarantor, if any, of such Loan (or the consent of the relevant borrower if the Reference Entity is guaranteeing such Loan) or any agent;

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

  • 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.

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

  • Requisite Shareholder Approval shall have the meaning set forth in Section 4.3(a).

  • 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.

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

  • Qualified voter means a person who is entitled to vote pursuant to the Constitution of Virginia and

  • Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.

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

  • Requisite Stockholder Approval means the affirmative vote of the holders of a majority of that company’s issued and outstanding shares entitled to vote on the Merger actually voting in favor of this Agreement and the Merger.

  • Parent RSU means each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Equity Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.

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

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

  • Parent Board Recommendation has the meaning set forth in Section 5.11(a).

  • Required Consent has the meaning set forth in Section 4.4.

  • Supermajority Vote means the affirmative vote of at least seventy-five percent (75%) of the Members.

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

  • Requisite Amount has the meaning specified in the Spread Account Agreement.

  • Required Percentage--Amendment shall be 66-2/3% of the aggregate Voting Rights, unless the subject amendment requires the vote of holders of only one class of Certificates pursuant to the Standard Terms, in which case 66-2/3% of the Voting Rights of such Class. "Required Percentage--Direction of Trustee" shall be 66-2/3% of the aggregate Voting Rights.

  • 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.

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.