Required Shareholder Approvals definition

Required Shareholder Approvals means the approval of the Transactions (i) in accordance with the law of the State of California and the certificate of incorporation, bylaws and certificate of designation of Aradigm by (A) the common shareholders and the preferred shareholders of Aradigm, voting together as a class and (B) the preferred shareholders of Aradigm, voting separately as a class and (ii) by a majority of the votes cast by proxy or in person by the common shareholders and the preferred shareholders of Aradigm, voting together as a class, at the special shareholders’ meeting of Aradigm at which the vote described in (i)(A) above will be held, without counting votes cast by Novo Nordisk Pharmaceuticals, Inc. and Novo Nordisk.
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Required Shareholder Approvals means the authorization and approval by the holders of the transactions contemplated by the Operative Documents and the Paramount Agreements, including issuance of the Preferred Shares, the Warrants and the Common Shares issuable pursuant to the terms of the Preferred Shares and the Warrants, to the extent such authorization is necessary to comply with any rule or
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Required Shareholder Approvals means any required approval by the holders of Common Stock of the Company necessary (whether pursuant to law or the rules of The Nasdaq Stock Market) to consummate the transactions contemplated hereby and to provide the Purchasers with all of the rights set forth in this Agreement and the instruments referred to herein, including, without limitation, approvals of (a) the amendment of the Company's Certificate of Incorporation to authorize "blank check" preferred stock, (b) the issuance pursuant to this Agreement of Series A Preferred Stock, the Warrants and the New Warrants (as defined in the Warrants) or any Common Stock issuable upon the conversion or exercise of any of the foregoing, (c) the Approval Issuance and (d) the appointment by the Purchasers of a majority of the Company's Board of Directors.
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Examples of Required Shareholder Approvals in a sentence

  • Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Required Shareholder Approvals.

  • The Required Shareholder Approvals shall have been obtained in accordance with applicable Law and the Company Organizational Documents.

  • The Company has all necessary power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and, subject to obtaining the Required Shareholder Approvals, to consummate the Transactions.

  • The Company shall keep Parent and its Representatives reasonably apprised following the mailing of the Proxy Statement and prior to the date of the Company Shareholders Meeting (and any reconvening thereof) as to the aggregate tally of proxies received by the Company with respect to the Required Shareholder Approvals and whether such proxies have been voted affirmatively or negatively with respect to each of the proposals to be presented at the Company Shareholders Meeting.

  • The execution, delivery and performance by Aradigm of the Transaction Agreements and the consummation of the Transactions are within Aradigm’s corporate powers and, except for the Required Shareholder Approvals, have been duly authorized by all necessary corporate action on the part of Aradigm.

  • The Company shall have obtained the Required Shareholder Approvals on or prior to the Second Closing.

  • The Company shall have obtained the Required Shareholder Approvals.

  • Required Shareholder Approvals SASC Shareholder Approval In order to implement the Arrangement, the Arrangement Resolution, a copy of which is attached to the Circular as Schedule E, must be approved by at least 66⅔% of the votes cast at the Meeting by the SASC Shareholders.

  • The Required Shareholder Approvals are the only approvals of any holders of Company Capital Stock that are necessary in connection with the consummation by the Company of the transactions contemplated hereby (including the Merger), pursuant to applicable Legal Requirements, the Company’s Articles of Incorporation or Bylaws.

  • The Company shall use its reasonable best efforts to hold the Company Shareholders' Meeting to obtain the Required Shareholder Approvals as promptly as possible following the filing of such proxy statement with the SEC.


More Definitions of Required Shareholder Approvals

Required Shareholder Approvals has the meaning ascribed thereto in Section 2.2(2).
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Required Shareholder Approvals means the affirmative vote of the holders of (i) a majority of the outstanding shares of Company Capital Stock, voting together as a separate class on an as-converted basis, (ii) a majority of the outstanding shares of Company Common Stock, voting as a separate class, (iii) at least fifty-five percent (55%) of the outstanding shares of Company Series C Preferred Stock, voting as a separate class on an as-converted basis, and (iv) at least fifty-five percent (55%) of the outstanding shares of Company Preferred Stock, voting together as a separate class on an as-converted basis, to approve the Mergers, this Agreement and the transactions contemplated hereby as required under the California Code. “R.O.C.” means the Republic of China.
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Required Shareholder Approvals means the affirmative vote or consent of the holders of at least a majority of the issued and outstanding shares Company Common Stock.
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Required Shareholder Approvals means each of (i) the Required Scheme Approval, (ii) the Required MI 61-101 Approval and (iii) the Required General Meeting Approval.
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Required Shareholder Approvals shall have the meaning set forth in Section 4.2(b).
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Required Shareholder Approvals has the meaning set forth in Section 3.03(e).
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Related to Required Shareholder Approvals

  • Required Shareholder Approval has the meaning in Section 2.20.

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

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

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

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

  • 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.

  • Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.

  • 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;

  • Shareholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from the shareholders of the Company to permit the exercise of the Warrants.

  • 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.

  • HSR Approval means expiration of all applicable waiting periods under the HSR Act (including any voluntary agreed extensions) or earlier termination thereof.

  • Required Approvals shall have the meaning ascribed to such term in Section 3.1(e).

  • Required Consents shall have the meaning set forth in Section 4.5.

  • 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.

  • 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:

  • 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.

  • Company Shareholder Meeting has the meaning specified in Section 8.2(b).

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

  • 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).

  • Required Approval has the meaning specified in Section 2.2(b).

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Required Consent has the meaning set forth in Section 4.4.