Parent Shareholder Authorizations definition

Parent Shareholder Authorizations shall have the meaning specified in Section 3.5.
Parent Shareholder Authorizations shall have the meaning specified in Section 3.5. "Parent Shareholders" shall have the meaning specified in Section 3.4. "Parent Shareholders' Meeting" shall have the meaning specified in Section 5.2(h). "PBGC" shall have the meaning specified in Section 4.9(g)(ii). "Peer Group" shall mean the following companies: Giant Cement Holding, Inc., Lafarge Corporation, Lone Star Industries, Inc. and Centex Construction Products, Inc. "Peer Group Composite Index" is defined as the percentage change (expressed in positive or negative percentage points) in the average of the volume weighted average trading prices of the common stock of each of the companies in the Peer Group, as reported by Bloomberg Financial Markets, weighted by the market capitalization of each such company, from the date of this Agreement to the last day of the Test Period. For this purpose, the market capitalization of each such company on a given date shall be determined by multiplying the number of outstanding shares of common stock of such company, as reflected in the most recently available filings with the Commission (with appropriate adjustments for any stock splits, stock dividends or similar events), times the volume weighted average trading price of such common stock on the such date. "Pension Plans" shall have the meaning specified in Section 4.9(f). "Permits" shall have the meaning specified in Section 4.20. "Person" shall mean an individual, partnership, corporation, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other legal entity of any kind. "Prior Event" shall have the meaning specified in Section 8.12(c). "Prospectus" shall have the meaning specified in Section 3.11. "Qualified Company Plan" shall have the meaning specified in Section 4.9(b). "Registration Statement" shall have the meaning specified in Section 3.11. "Securities Act" shall have the meaning specified in Section 3.10. "Separation Date" shall have the meaning specified in Section 6.2(d). "Stock Acquisition Date" shall have the meaning specified in Section 6.2(d). A-33 39 "Subcorp" shall have the meaning specified in the initial paragraph of this Agreement and Plan of Merger. "subsidiary" or "subsidiaries" means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at ...

Examples of Parent Shareholder Authorizations in a sentence

  • Parent shall take all action in accordance with Applicable Laws and the Parent Articles and Bylaws necessary to convene a meeting of Parent Shareholders as promptly as practicable to consider and vote upon the Parent Shareholder Authorizations.

  • The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each of Parent and Subcorp, subject to the Parent Shareholder Authorizations.

  • Parent shall, as promptly as practicable, submit the issuance of Parent Common Stock in the Merger as required by the NYSE for the approval of its shareholders at a meeting of its shareholders ("Parent Shareholders' Meeting") and shall, subject to the fiduciary duties of the Board of Directors of Parent under Louisiana Law, use its reasonable best efforts to obtain the Parent Shareholder Authorizations.

Related to Parent Shareholder Authorizations

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

  • Required Shareholder Approval has the meaning in Section 2.20.

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

  • Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

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

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • 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.

  • Company Shareholders means holders of Company Shares.

  • Company Shareholder Meeting has the meaning specified in Section 8.2(b).

  • 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.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • 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.

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

  • 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.

  • Necessary Authorizations means all approvals and licenses from, and all filings and registrations with, any governmental or other regulatory authority, including, without limiting the foregoing, the Licenses and all approvals, licenses, filings and registrations under the Communications Act, necessary in order to enable the Borrower and its Subsidiaries to own, construct, maintain, and operate communications tower facilities and to invest in other Persons who own, construct, maintain, manage and operate communications tower facilities.

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

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • Company Shareholder means a holder of one or more Company Shares;

  • 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.

  • 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;

  • Company Shares means the common shares in the capital of the Company;

  • Governmental Authorizations means, with respect to any Person, all licenses, permits, certificates, waivers, consents, franchises (including similar authorizations or permits), exemptions, variances, expirations and terminations of any waiting period requirements and other authorizations and approvals issued to such Person by or obtained by such Person from any Governmental Authority, or of which such Person has the benefit under any Applicable Law.