Requisite Company Stockholder Vote definition

Requisite Company Stockholder Vote means the approval of this Agreement and the transactions contemplated hereby, including the Merger, by the affirmative vote of at least two-thirds of the outstanding Company Shares entitled to vote thereon in accordance with applicable Law and the charter and bylaws of the Company.
Requisite Company Stockholder Vote shall have the meaning ascribed thereto in Section 3.2.

Examples of Requisite Company Stockholder Vote in a sentence

  • This Agreement and the Merger shall have been approved by the Requisite Company Stockholder Vote.

  • The approval of this Agreement by the Requisite Company Stockholder Vote is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement or approve the transactions to which the Company is a party contemplated hereby.

  • This Agreement may be amended by the parties, by action taken or authorized by their respective boards of directors, at any time before or after the Requisite Company Stockholder Vote or the Requisite Parent Stockholder Vote is obtained, but after such approval no amendment shall be made which by Law or in accordance with the rules of any relevant stock exchange requires further approval by the stockholders of the Company or by the shareholders of Parent, as applicable, without such further approval.

  • The Company has received both the Requisite Company Noteholder Consent and the Requisite Company Stockholder Vote and the Agreement has been duly adopted by the stockholders of the Company.

  • To the Knowledge of the Company, the stockholders providing the Requisite Company Stockholder Vote by written consent own the shares set forth opposite each such stockholder’s name on such Schedule, free and clear of any Liens other than any Liens that will be discharged at Closing or any Liens resulting from applicable securities Laws.

  • The Company shall use its reasonable best efforts to obtain the Requisite Company Stockholder Vote, which shall be irrevocable, as soon as possible following the date hereof in compliance with the requirements under the applicable Laws.

  • The Requisite Company Stockholder Vote and the Requisite Company Noteholder Consent are the only vote of the holders of any class or series of the capital stock of the Company or other Company Security necessary to approve and adopt this Agreement and approve the Merger and the other transactions contemplated thereby.

  • This Agreement shall have been duly adopted and approved by the Requisite Company Stockholder Vote and the issuance of shares of Buyer Common Stock in connection with the Merger shall have been approved by the Requisite Buyer Stockholder Vote.

  • The Requisite Company Stockholder Vote is the only vote of the holders of any class or series of the Company capital stock necessary to approve the Merger.

  • The Company has the corporate power and authority to execute and deliver this Agreement and, subject to the adoption of this Agreement by the Requisite Company Stockholder Vote, to consummate the Merger and the other transactions contemplated hereby and to perform each of its obligations hereunder.

Related to Requisite Company Stockholder Vote

  • Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.

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

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

  • 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 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.

  • 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.

  • Parent Stockholder Approval means the approval of the Parent Common Stock Issuance by the affirmative vote of a majority of the votes cast at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent.

  • Required Shareholder Approval has the meaning in Section 2.20.

  • 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.

  • 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;

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

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

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

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

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

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

  • Company Shareholder Meeting means a duly convened meeting of the Company’s shareholders called to obtain the Company Shareholder Approval, or any valid adjournment or postponement thereof made in accordance with this Agreement.

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

  • Company Shareholders means holders of Company Shares.

  • 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 means the Board of Directors of the Company.

  • Common Stockholders means holders of shares of Common Stock.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.