Requisite Buyer Stockholder Approval definition

Requisite Buyer Stockholder Approval means the affirmative vote of the holders of a majority of the Buyer Shares in favor of this Agreement and the Merger.
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Requisite Buyer Stockholder Approval means the affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at a meeting of Buyer’s stockholders and entitled to vote thereon in favor of the issuance of shares of Common Stock to Parent upon the conversion of the Debentures issuable to Parent hereunder and the exercise of the Warrants issuable to Parent hereunder, in each case in accordance with the terms thereof, for purposes of satisfying NASDAQ Rule 5635.
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Requisite Buyer Stockholder Approval shall have the meaning as set forth in Section 5.2(a).
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Examples of Requisite Buyer Stockholder Approval in a sentence

  • This Agreement shall terminate upon the earliest to occur of (a) the valid termination of the Purchase Agreement in accordance with its terms and (b) the Company obtaining the Requisite Buyer Stockholder Approval.

  • The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; PROVIDED, HOWEVER, that the Buyer cannot consummate the Merger unless and until it receives the Requisite Buyer Stockholder Approval.

  • The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the Buyer cannot consummate the Share exchange unless and until it receives the Requisite Buyer Stockholder Approval.

  • Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Buyer cannot consummate the Merger unless and until it receives the Requisite Buyer Stockholder Approval.

  • Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder, provided, however, that the Buyer cannot consummate the Merger unless and until it receives the Requisite Buyer Stockholder Approval.

  • The Requisite Buyer Stockholder Approval shall have been obtained.

  • Buyer shall solicit and use its reasonable efforts to obtain the Requisite Buyer Stockholder Approval.

  • Buyer and Merger Sub each has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Buyer cannot consummate the Merger unless and until it receives the Requisite Buyer Stockholder Approval.

  • The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the Buyer cannot consummate the Merger unless and until it receives the Requisite Buyer Stockholder Approval.

  • The Buyer has the requisite corporate power and authority to execute and deliver this Agreement and the Merger Agreement and to perform its obligations hereunder and thereunder; provided, however, that the Buyer cannot consummate the Merger unless and until it receives a Hardship Exemption or the Requisite Buyer Stockholder Approval.


More Definitions of Requisite Buyer Stockholder Approval

Requisite Buyer Stockholder Approval with respect to BUYER means (i) the affirmative vote of the holders of a majority of the outstanding shares of BUYER present or represented at a meeting at which a quorum is present in favor of the issuance of BUYER shares in connection with this Agreement , and (ii) the affirmative vote of the holders of the requisite majority of outstanding shares of BUYER in favor of amendments to BUYER's certificate of incorporation increasing the number of authorized BUYER Shares to the extent necessary to consummate the transactions contemplated hereunder and with respect to SUB means (i) the affirmative vote or consent of the holders of a majority of the outstanding shares of SUB in favor of this Agreement and the Merger.
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Requisite Buyer Stockholder Approval with respect to the BUYER means the affirmative vote of the holders of the outstanding shares of BUYER (voting together as a single class) representing a majority of the votes cast on the proposal in favor of the issuance of BUYER shares in connection with this Agreement, and with respect to SUB means (i) the affirmative vote or consent of the holders of a majority of the outstanding shares of SUB in favor of this Agreement and the Merger.
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Requisite Buyer Stockholder Approval means any stockholder approval contemplated by Nasdaq Listing Standard Rule 5635 with respect to the issuance of Shares by Buyer to Sellers pursuant to the terms of this Agreement (including the Closing Number of Shares and the number of Shares potentially issuable as payment of the Earnout Amount or the Deferred Payment Amount or both pursuant to Section 2.8(d) hereof) in contravention of the limitations imposed by such rule; provided, however, that the Requisite Buyer Stockholder Approval will be deemed to be obtained if, due to any amendment or binding change in the interpretation of the applicable listing standards of Nasdaq, any such stockholder approval is no longer required for Buyer to pay the Earnout Amount or the Deferred Payment Amount in Shares pursuant to the terms of this Agreement without regard to Section 7.8(f)(i).
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Requisite Buyer Stockholder Approval means the approval of the issuance of the Merger Shares by the votes represented by the outstanding Buyer Common Stock entitled to vote thereon required to approve the issuance of the Merger Shares under Delaware law and the rules of the NASDAQ National Market.
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Related to Requisite Buyer Stockholder Approval

  • 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.

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

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

  • 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.

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

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

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

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

  • 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.

  • 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 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 Shares and Warrant Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date.

  • 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.

  • 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.

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

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

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

  • 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.

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

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

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

  • 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.

  • 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:

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

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

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