Preferred Stockholder Approval definition

Preferred Stockholder Approval has the meaning set forth in Section 4.4(c). “Preferred Stockholder Written Consent” has the meaning set forth in Section 4.4(d).
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Preferred Stockholder Approval. Recitals “Representatives” Section 5.3(a) “Sanctioned Areas” Section 3.23(b)
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Preferred Stockholder Approval has the meaning set forth in Section 4.4(c).
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Examples of Preferred Stockholder Approval in a sentence

  • Assuming the accuracy of the representations set forth in Section 4.13, other than the Preferred Stockholder Approval (which has been obtained as of the date hereof), the Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement, the Merger or any of the other transactions contemplated hereby.

  • Assuming the accuracy of the representations set forth in Section 4.13 , other than the Preferred Stockholder Approval (which has been obtained as of the date hereof), the Company Stockholder Approval is the only vote of the holders of any class or series of the Company’s capital stock necessary to adopt or approve this Agreement, the Merger or any of the other transactions contemplated hereby.

  • Parent shall use its reasonable best efforts to cause the shares of Parent Common Stock and, if the Preferred Stockholder Approval is obtained, the Parent Depositary Shares, to be issued in connection with the Merger (and the shares of Parent Common Stock underlying Substitute Options) to be listed on the NYSE, subject to official notice of issuance.

  • Parent has delivered to the Company a true and accurate copy of the written consent with respect to the Parent Preferred Stockholder Approval in accordance with the Parent Organizational Documents, and such consent has not been modified, withdrawn or revoked in any respect.

  • Parent shall promptly take any action required to be taken under foreign or state securities or Blue Sky laws in connection with the issuance of Parent Common Stock and Parent Preferred Stock (if the Preferred Stockholder Approval is obtained) in connection with the Merger or pursuant to Substitute Options.

  • If the Preferred Stockholder Approval is obtained, (a) the Board of Directors of Parent shall, in accordance with the Delaware General Corporation Law ("DGCL") and the Parent Certificate of Incorporation, resolve that shares of New Parent Preferred Stock be issued to holders of Company Preferred Stock in the Merger, and (b) Parent shall execute, acknowledge and file the Parent Certificate of Designation with the Secretary of State of the State of Delaware in accordance with the DGCL.

  • The affirmative vote of the holders of two-thirds of the issued and outstanding shares of Company Preferred Stock, voting as a class (the "PREFERRED STOCKHOLDER APPROVAL"), is required to approve the conversion of the Company Preferred Stock contemplated by this Agreement, it being understood that obtaining the Preferred Stockholder Approval shall not be required in order to consummate the Merger.

  • Both the Common Stockholder Approval and the Preferred Stockholder Approval shall have been obtained in accordance with applicable Law and the certificate of incorporation and bylaws of the Company.

  • On the NPRQI side, the University of Texas, Office of Sponsored Projects, will sign and execute the contract.

  • Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to solicit written consents from the Company Stockholders to give the Company Stockholder Approval and the Company Preferred Stockholder Approval in accordance with this Section 5.13(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Acquisition Proposal.

Related to Preferred Stockholder Approval

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

  • 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.

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

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

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

  • 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 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.

  • 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;

  • 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.

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

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

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • 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.

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

  • Non-Voting Common Stock means the non-voting common stock, par value $0.01 per share, of the Company.

  • 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.

  • Company Series B Preferred Stock means the Series B Preferred Stock, par value $0.0001 per share, of the Company.

  • Common Stockholders means holders of shares of Common Stock.

  • Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.001 per share, of the Company.

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.

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

  • Series D Preferred Stock means shares of the Company’s Series D Preferred Stock, par value $0.001 per share.