Proxy Proposals definition

Proxy Proposals means the following proposals to be included in the Proxy Statement for Stockholder Approval: (i) the issuance and sale of the Shares and the Warrant and the other transactions contemplated by this Agreement and the other Transaction Documents; (ii) the election to the Board of the individuals designated in accordance with Section 6.5 hereof; and (iii) the Charter Amendment.
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Proxy Proposals means each of the following: (a) the issuance of the Rights Offering Warrant, (b) the proposed increase in the authorized shares of TMN's Common Stock and preferred stock, and (c) any other matter submitted for the approval by TMN's stockholders in connection with the Rights Offering, the Rights Offering Warrant, and related matters.
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Proxy Proposals shall have the meaning set forth in Section 6.01(a).
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Examples of Proxy Proposals in a sentence

  • If the Proxy Proposals are not approved by the stockholders of TMN, or the Rights Offering Warrant is not issued for any reason, or the Rights Offering is withdrawn or canceled by TMN for any reason or there occurs an Event of Default, Borrowers shall immediately pay to Lender the Back-End Fee, which shall be deemed fully earned on the Closing Date (but only payable as aforesaid) regardless of whether the Loan is disbursed in whole or in part.

  • Upon receipt of the necessary approval of TMN's stockholders of the Proxy Proposals, the closing of the Rights Offering, the issuance of the Rights Offering Warrant and the payment in full of the Obligations, Lender shall reimburse (or offset against the Obligations) to Borrowers the Initial Fee.

  • Subject to its fiduciary duty to stockholders, the Board of Directors of Franklin shall recommend to its stockholders that the Agreement and the other Proxy Proposals be adopted and approved.

  • Foresight shall use commercially reasonable efforts to solicit, or to cause its proxy solicitation agent to solicit, from Foresight’s stockholders proxies in favor of the approval and adoption of this Agreement, approval and adoption of the Proxy Proposals and shall take all other action necessary or advisable to obtain the required vote of its applicable record date stockholders in respect of each of the Proxy Proposals.

  • Stockholder agrees to vote all Company Voting Securities now or hereafter owned of record or beneficially by him and shall use his best efforts to cause all Company Voting Securities now or hereafter owned beneficially by him, to be voted in favor of the Proxy Proposals.

  • Schiro Zurich Financial Group, PWC Robert Thomas Citigroup Australia Establish Quorum Call to Order Proxy Proposals Elect Class I directors: Brian H.

  • Except as contemplated by the Proxy Proposals, amend, modify, terminate or waive: any material term or provision of its certificate or articles of incorporation or by-laws, or other organizational or investment documents or agreements, without in each case, the prior written consent of the Lender, which shall not be unreasonably withheld or delayed, provided that this SECTION 6.09 shall not apply to any such amendments, modification and waivers necessary to effectuate the Transactions.

  • As soon as practicable after the adoption and approval of this Agreement and the other Proxy Proposals, Franklin shall undertake to prepare and submit to WCM, for review and approval, any and all documentation and/or filings required by the GCL or the Act or the exchange Act to be submitted and/or filed.

  • T 2023 Annual General Meeting Form of Proxy Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR all proposals A For Against Abstain 2.

  • As soon as practicable after the adoption and approval of this Agreement and the other Proxy Proposals, Franklin shall undertake to prepare and submit to USM, for review and approval, any and all documentation and/or filings required by the GCL or the Act or the exchange Act to be submitted and/or filed.


More Definitions of Proxy Proposals

Proxy Proposals shall have the meaning ascribed to such term in Section 4.8(a).
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Proxy Proposals shall have the meaning set forth in the P3 Merger Agreement.
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Related to Proxy Proposals

  • Competing Proposal means a proposal, offer or invitation to the Company, any Party or any of a Party’s Affiliates (other than the Proposal), that involves the acquisition of Control of the Target, a sale of all or a substantial part of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.

  • Proposal means the Technical Proposal and the Financial Proposal.

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Proxy Statement has the meaning set forth in Section 6.03(a).

  • Superior Company Proposal has the meaning set forth in Section 6.02(e).

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Tax Proposals means all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof.

  • Transaction Proposals has the meaning specified in Section 8.2(b).

  • Company Proxy Statement has the meaning set forth in Section 3.5.

  • Company Superior Proposal shall have the meaning set forth in Section 7.4(b).

  • Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.

  • Request for Proposals or “RFP” means all documents, including those attached or incorporated by reference, used for soliciting proposals.

  • Bid Proposal or “Proposal” means the bidder’s proposal submitted in response to the RFP.

  • Proposals has the meaning specified in Section 8.02(c).

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Adjournment Proposal means a proposal to adjourn the special meeting of the stockholders of Thayer to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at such special meeting.

  • Joint Proxy Statement shall have the meaning set forth in Section 6.3(a).

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Shareholders Meeting shall have the meaning set forth in Section 5.1.

  • Notice of Superior Proposal has the meaning set forth in Section 5.09(e).

  • Stockholders Meeting shall have the meaning set forth in Section 6.2(c).