Parent Stockholder Approval Matters definition

Parent Stockholder Approval Matters. Section 5.3(a)
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Parent Stockholder Approval Matters means the approval of any matters which the Parent Board of Directors recommends prior to the Expiration Time that the stockholders of Parent approve.
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Parent Stockholder Approval Matters means the following matters: (a) the adoption of this Agreement and the approval of the Arrangement, Plan of Arrangement and the Share Issuance, (b) an amendment and restatement of Parent’s Amended and Restated Certificate of Incorporation, substantially in the form of Schedule N pursuant to which, among other things, (i) Parent’s name will be changed to 180 Connect Inc., (ii) certain provisions of Article Fifth of the certificate of incorporation that are no longer applicable following the Arrangement will be removed and (iii) the authorized capital stock of Parent will be increased, (c) election of Parent directors in accordance with the provisions of Section 5.14 hereof and (d) the adoption and approval of a long-term incentive plan, pursuant to which up to 2,000,000 shares of Parent Common Stock will be available for delivery under awards of options, share appreciation rights and/or restricted stock granted pursuant to the plan (such plan to be in a form proposed by the Company and reasonably acceptable to Parent).
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Examples of Parent Stockholder Approval Matters in a sentence

  • If any complaint or dispute arises between the any Participant or any of its any nominated survivors, executors, administrators or successors and Pension Fund Manager under this the constitutive document or the Rules, it shall be referred to an authority as provided in the Rules.

  • This Agreement will have been duly adopted and the Merger will have been duly approved by the Company Stockholder Approval and the Parent Stockholder Approval Matters will have been duly adopted and approved by the Parent Stockholder Approval.

  • Stockholder agrees that he, she or it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, that challenges the validity of or seeks to enjoin the operation of any provision of the Parent Stockholder Approval Matters or this Agreement.

  • This Agreement will have been duly adopted and the Merger will have been duly approved by the Required Company Stockholder Vote and the Parent Stockholder Approval Matters will have been duly adopted and approved by the Parent Stockholder Approval.

  • This Agreement will have been duly adopted and the Merger, the conversion of the Company Preferred Stock into Company Common Stock and the other transactions contemplated by this Agreement will have been duly approved by the Required Company Stockholder Vote, and the Parent Stockholder Approval Matters will have been duly adopted and approved by the Parent Stockholder Approval.

  • The affirmative vote of the holders of a majority in voting power of the shares of Parent Common Stock outstanding on the applicable record date (“Parent Stockholder Approval”) is the only vote of the holders of any class or series of Parent Common Stock necessary to adopt or approve the Parent Stockholder Approval Matters.

  • This Agreement, the Statement of Merger, the Certificate of Merger, the Merger and the Parent Stockholder Approval Matters shall have been approved by the Parent’s stockholders in conformity with the Proxy Statement and Parent’s Charter Documents.

  • The Parent Stockholder Approval Matters that are submitted to the vote of the shareholders of the Parent at the Special Meeting in accordance with the Proxy Statement shall have been approved by the requisite vote of the shareholders of the Parent at the Special Meeting in accordance with the Proxy Statement (the “Required Parent Stockholder Approval”).

  • This Agreement will have been duly adopted and the Merger will have been duly approved by holders of a number of shares of Company Common Stock representing a majority of the issued and outstanding shares of Company Common Stock and the Parent Stockholder Approval Matters will have been duly adopted and approved by the Parent Stockholder Approval.


More Definitions of Parent Stockholder Approval Matters

Parent Stockholder Approval Matters has the meaning set forth in Section 5.12(a).
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Parent Stockholder Approval Matters. Section 5.01(d) “Parent Stockholders’ Meeting” Section 5.01(d) “Parent Support Agreement” Exhibit C-2 “Parent” Preamble “Party” or “Parties” Preamble
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Related to Parent Stockholder Approval Matters

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

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

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

  • 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.

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

  • 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;

  • 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.

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

  • 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.

  • 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).

  • 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.

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • 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.

  • 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.

  • Parent Stockholders means the holders of Parent Common Stock.

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

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

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

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

  • HSR Approval means expiration of all applicable waiting periods under the HSR Act (including any voluntary agreed extensions) or earlier termination thereof.

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).