Company Consent mean, respectively, a written request, order or consent signed in the name of the Company by an Officer of the Company.
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.
Requisite Stockholder Approval means the affirmative vote of the holders of a majority of the Target Shares in favor of this Agreement and the Merger.
Proxy Statement has the meaning set forth in Section 6.03(a).
Required Shareholder Approval has the meaning in Section 2.20.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Proxy Form means the proxy form attached to the Notice;
CPUC Approval means a final and non-appealable order of the CPUC, without conditions or modifications unacceptable to the Parties, or either of them, which contains the following terms:
Requisite Shareholder Approval means the affirmative vote of a majority of the outstanding shares of the Preferred Stock and the Common 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 Authorized Shares Amendment.
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.
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 Shareholder Approval means the approval and adoption of this Agreement and the Transactions (including the Merger) at the Shareholders’ Meeting by the Requisite Company Vote.
Stockholder Meeting means each annual or special meeting of stockholders of the Company, or any action by written consent of the Company’s stockholders in lieu thereof, and any adjournment, postponement, rescheduling, continuation or meeting held in lieu thereof;
Company Stockholders Meeting has the meaning set forth in Section 6.2(a).
Stockholders Meeting shall have the meaning set forth in Section 6.2(c).
Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).
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 Meeting means a meeting of the Company’s shareholders.
Joint Proxy Statement has the meaning set forth in Section 6.03(a).
Shareholders Meeting shall have the meaning set forth in Section 5.1.
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.
Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.
Required Vote has the meaning ascribed thereto in Section 2.3(c)(ii);
Company Proxy Statement has the meaning set forth in Section 3.5.
Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.
Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).