Required Parent Stockholder Vote definition

Required Parent Stockholder Vote has the meaning set forth in Section 3.4.
Required Parent Stockholder Vote means the affirmative vote to adopt the Merger Agreement, approve the issuance of Parent Common Stock in the Merger and adopt the Certificate of Incorporation Amendment by the holders of a majority of the shares of Parent Common Stock issued in Parent’s initial public offering of securities and outstanding as of the record date of the Parent Stockholder Meeting and constituting a quorum for the purpose of voting on such proposal and the absence of the Cash Conversion Election.

Examples of Required Parent Stockholder Vote in a sentence

  • Subject to obtaining the Required Parent Stockholder Vote (as defined in Section 4.11) with respect to the Transaction, Parent has the corporate right, power and authority to enter into and to perform its obligations under this Agreement.


More Definitions of Required Parent Stockholder Vote

Required Parent Stockholder Vote shall have the meaning set forth in Section 6.4.
Required Parent Stockholder Vote means the vote or consent, as applicable, to (i) approve the issuance of Parent Stock in the Merger, (ii) approve the amendment to Parent’s Amended Certificate of Incorporation to authorize a class of Parent Non-Voting Common Stock that has the terms and conditions set forth in the Amended Certificate of Incorporation, and (iii) not treat the Merger as a liquidation, dissolution or winding up within the meaning of Section 4 of the Certificate of Designations, Powers, Preferences and Rights of the Series B Cumulative Convertible Preferred Stock of the Parent Series B Preferred Stock, (x) in the case of clause (i), (A) by the holders of a majority of the votes of Parent Stock and Parent Series B Preferred Stock, voting together as a single class, present (in person or by proxy) at the Parent Stockholders’ Meeting and constituting a quorum for the purpose of voting on such approval, and (B) by the holders of a majority of the shares of Parent Series B Preferred Stock, voting as a separate class, present (in person or by proxy) at the Parent Stockholders’ Meeting, (y) in the case of clause (ii), (A) by the holders of a majority of the issued and outstanding shares of Parent Stock and (B) by the holders of a majority of the shares of Parent Series B Preferred Stock present (in person or by proxy) at the Parent Stockholders’ Meeting, and (z) in the case of clause (iii), by the holders of 66-2/3% of the shares of Parent Series B Preferred Stock (the matter in this clause (z) is referred to as the “Special Series B Approval”).

Related to Required Parent Stockholder Vote

  • Parent Stockholder Approval has the meaning set forth in Section 5.2.

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

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

  • Stockholder Approval has the meaning set forth in Section 4.5.

  • Requisite Stockholder Approval means the affirmative vote of the holders of a majority of that company’s issued and outstanding shares entitled to vote on the Merger actually voting in favor of this Agreement and the Merger.

  • Majority Shareholder Vote means a vote of “a majority of the outstanding voting securities” (as such term is defined in the 0000 Xxx) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.

  • Required Shareholder Approval has the meaning in Section 2.20.

  • Parent Shareholder Approval means the approval of the Parent Share Issuance by the affirmative vote of a majority of the Parent Common Shares entitled to vote thereon and present in person or represented by proxy at the Parent Shareholder Meeting in accordance with applicable securities Laws, the rules and regulations of the NYSE and the TSX, as applicable, the ABCA and the Organizational Documents of Parent.

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

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

  • 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;

  • Requisite Shareholder Approval shall have the meaning set forth in Section 4.3(a).

  • Merger Sub Board means the board of directors of Merger Sub.

  • 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 Stockholders means the holders of Parent Common Stock.

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Requisite Company Vote has the meaning set forth in Section 3.03(a).

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Company Shareholder Meeting has the meaning set forth in Section 5.13(b).

  • 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 Board Recommendation has the meaning set forth in Section 3.03(d).

  • Required Vote has the meaning ascribed thereto in Section 2.2(b);

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Company Board means the Board of Directors of the Company.

  • Parent Board Recommendation has the meaning set forth in Section 5.12(a).

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;