Reincorporation Approval definition

Reincorporation Approval shall have the meaning set forth in Section 5.3(a).
Sample 1Sample 2
Reincorporation Approval means the approval by the shareholders of the Corporation (in accordance with the requirements of the New York Business Corporation Law (the “NYBCL”) and the Corporation’s Amended and Restated Certificate of Incorporation and Bylaws) of the Reincorporation Merger (as such term is defined in the Second Amended and Restated Stockholders Agreement by and among Sabine Investor Holdings LLC, the Corporation and FR XI Onshore AIV, LLC, dated as of December 16, 2014, the “Stockholders Agreement”); provided, that the Reincorporation Approval shall be deemed to have occurred if shareholders representing the Deemed Reincorporation Approval Percentage (defined below) of the outstanding shares of Common Stock vote to approve the Reincorporation Merger.
Sample 1
Reincorporation Approval means (i) the vote by the stockholders of the Company to approve the Reincorporation, and (ii) the passage of twenty (20) calendar days following the date the Company’s transfer agent deposits in the mail to its shareholders the definitive information statement as filed with the Commission in accordance with Section 4.6(c) (such date of mailing shall be as set forth in the Affidavit of Mailing as executed and delivered to the Company by the Company’s transfer agent).
Sample 1

Examples of Reincorporation Approval in a sentence

  • Promptly following the receipt of the Reincorporation Approval and the satisfaction of the other conditions set forth in the Reincorporation Merger Agreement, the Company shall and shall cause each of Delaware HoldCo and New York Merger Sub to consummate the transactions contemplated by the Reincorporation Merger Agreement on the terms set forth therein.

  • Except with respect to the Common Stock underlying any shares of Series A Convertible Preferred Stock, which shares of Common Stock, equal to the Required Minimum, will be reserved for issuance on the Reincorporation Approval Date, the Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum.

  • If not approved by the requisite sixty-six and two-thirds (66 2⁄3) vote, the Reincorporation Merger would be re-submitted for shareholder approval six months after such failed approval and at every annual meeting thereafter until approved or until the Organizational Documents of the Company are amended pursuant to Section 5.5 or shareholders representing the Deemed Reincorporation Approval Percentage (defined below) of the outstanding shares of Common Stock vote to approve the Reincorporation Merger.

  • The Company shall immediately deliver to the Holder, but in no event later than five (5) business days of the Reincorporation Approval Date, certificates evidencing such Holder’s shares of Series A Convertible Preferred Stock.

  • The “Deemed Reincorporation Approval Percentage” means (a) 66 2∕3% minus (b) (x) 49.9% minus (y) the actual percentage of outstanding shares of Common Stock that are beneficially owned by Sabine Investor Holdings LLC, FR XI AIV Onshore, LLC and their Affiliates that are voted to approve the Reincorporation Merger.

  • On the Reincorporation Approval Date, this Note shall be automatically converted into shares of Series A Convertible Preferred Stock at a conversion price of $1.00 per share.

  • The Company agrees to file the Certificate of Merger with the Secretary of State of Delaware within one Business Day of obtaining the Reincorporation Approval.

Related to Reincorporation Approval

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

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

  • 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.

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

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • 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.

  • Requisite Approval means the affirmative vote of the holders of at least a majority of the shares of outstanding Company Common Stock and outstanding Company Preferred Stock voting as a single class.

  • 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;

  • Pre-approval means written notification via a pre-approval letter to Customer that Ameren Illinois has reviewed Customer's Application and determined that the project meets the program eligibility requirements for a maximum pre-approved incentive amount if the project is completed by the estimated completion date and all final application paperwork is submitted and approved.

  • Certificate of approval means a certificate of approval obtained from the

  • 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.

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

  • IRB approval means the determination of the IRB that the research has been reviewed and may be conducted at an institution within the constraints set forth by the IRB and by other institutional and federal requirements.

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

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

  • 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:

  • Required Shareholder Approval has the meaning in Section 2.20.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Delaware LLC Division means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

  • 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.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

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

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Company Merger has the meaning specified in the Recitals hereto.

  • Amalgamation Application means the amalgamation application that will be filed with the Registrar under subsection 275(1)(a) of the BCBCA in order to give effect to the Amalgamation, substantially in the form attached hereto as Schedule C;