Proxy Solicitation definition

Proxy Solicitation means any solicitation of proxies (as such words are defined in Rule 14a-1 of Regulation 14A promulgated pursuant to the Exchange Act disregarding clause (iv) of Rule 14a-1(1)(2) and including exempt solicitations pursuant to Rule 14a-2(b)(1)).

Proxy Solicitation. Concurrently with the Exchange Offer, Sirius will solicit the consent of its existing stockholders to the issuance of Common Stock in the Restructuring Transaction, a related amendment and restatement of its certificate of incorporation and approval of a new stock option plan (the "Proxy Solicitation").

Proxy Solicitation has the meaning given to such term in Section 6.13(a).

Examples of Proxy Solicitation in a sentence

• If the Corporation engages in a Proxy Solicitation with respect to a Business Combination, the Corporation will consummate the Business Combination only if a majority of the then outstanding shares of Common Stock present and entitled to vote at the meeting to approve the Business Combination are voted for the approval of such Business Combination.

• If the Corporation engages in a Proxy Solicitation in connection with any proposed Business Combination, the Corporation will consummate such Business Combination only if a majority of the then outstanding shares of Common Stock present and entitled to vote at the meeting to approve the Business Combination are voted for the approval of such Business Combination.

• Reimbursing Proxy Solicitation Expenses Generally, vote for proposals to reimburse all appropriate proxy solicitation expenses when voting in conjunction with support of a dissident slate.

• If the Corporation engages in a Proxy Solicitation with respect to a Business Combination, assuming a quorum is present at the meeting to vote on the Business Combination, the Corporation will consummate the Business Combination only if the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the meeting are voted in favor of the approval of such Business Combination.

• Reimbursement of Proxy Solicitation Expenses: Proposals to provide reimbursement for dissidents waging a proxy contest should be evaluated on a case-by-case basis.

More Definitions of Proxy Solicitation

Proxy Solicitation means any solicitation of proxies or stockholder consents (as such terms are defined under Regulation 14A and Regulation 14C of the Exchange Act) to vote or seek to advise or influence in any manner whatsoever any Third Party with respect to the Common Stock of the Company.

Proxy Solicitation has the meaning set forth in the recitals.

Proxy Solicitation shall have the meaning set forth in the Recitals hereto.

Proxy Solicitation means a "solicitation" of "proxies" (as such ------------------ terms are used in Regulation 14A under the Exchange Act) by a Person or 13D Group (which is not made and does not include any of the Company, Rite Aid or any Affiliate of the Company or Rite Aid (it being agreed that for purposes of this definition of Proxy Solicitation an Existing Investor shall not be deemed an Affiliate of the Company)) to effect a Change of Control Transaction.

Proxy Solicitation means the solicitation of the Company’s stockholders for the approval of the Restructuring under the Restructuring Term Sheet.

Proxy Solicitation means the proxy solicitation commenced by Laikin on or about August 11, 2000.

Proxy Solicitation or "solicitation of proxies." Includes any solicitation of a proxy, including a solicitation of a revocable proxy of the nature and under the circumstances described in this Article SIXTH (relating to Controlling Person or Group Safe Harbor).