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by the stockholders of TMN, or the Rights Offering Warrant is not issued for any reason, or the Rights Offering is withdrawn or canceled by TMN for any reason or there occurs an Event of Default, Borrowers shall immediately pay to Lender the Back-End Fee, which shall be deemed fully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.

  • 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.

  • 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.

  • Meeting to approve the Proxy Proposals, provided that, the Offeror shall consult with Songa Offshore with respect to any such announcements and consider in good faith any comments to such announcements provided by Songa Offshore.

  • The affirmative vote of the holders of no more than a majority of the outstanding shares of the Company's Common Stock is the only vote of the holders of any class or series of capital stock or other securities of the Company or any subsidiary of the Company necessary to obtain Stockholder Approval of the Proxy Proposals.

  • 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.

  • 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.

  • Notwithstanding the foregoing, Purchaser may require the Company to adjourn or postpone the Stockholders Meeting one (1) time (for a period of not more than 30 calendar days), unless prior to such adjournment the Company shall have received an aggregate number of proxies voting for the adoption of the Proxy Proposals, which have not been withdrawn.


More Definitions of Proxy Proposals

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