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.

Required Shareholder Approvals means the authorization and approval by the holders of Common Stock of the Company of the issuance of the Notes, the issuance of the shares of Series D Preferred Stock underlying these Notes, the Bridge Warrants or the New Warrants (as defined in the Bridge Warrants), or any Common Stock underlying the foregoing to the extent such authorization is necessary pursuant to the rules of the Nasdaq National Market or any other applicable law, rule or regulation.

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.

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 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.

More Definitions of Required Shareholder Approvals

Required Shareholder Approvals has the meaning set forth in Section 3.03(e).

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.

Required Shareholder Approvals shall have the meaning set forth in Section 4.2(b).

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.

Required Shareholder Approvals has the meaning ascribed thereto in Section 2.2(2).

Required Shareholder Approvals means the shareholder approvals required to be obtained by the Company under Applicable Securities Laws in connection with and prior to the completion of the Acquisition and the issuance of the Common Shares upon exchange of the Subscription Receipts;

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.