Requisite Parent Stockholder Approval definition

Requisite Parent Stockholder Approval. Section 7.3(b)
Sample 1
Requisite Parent Stockholder Approval means any (i) stockholder approval contemplated by Nasdaq Listing Standard Rule 5635 with respect to the issuance of Shares by Parent to Sellers pursuant to the terms of this Agreement in contravention of the limitations imposed by such rule, and (ii) stockholder approval necessary with respect to the consummation of the SRM Transaction.
Sample 1
Requisite Parent Stockholder Approval means any (i) stockholder approval contemplated by NASDAQ Listing Standard Rule 5635 with respect to the issuance of shares of Common Stock upon conversion of the Preferred Stock in contravention of the limitations imposed by such rule; provided, however, that the Requisite Parent 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 The NASDAQ Stock Market, any such stockholder approval is no longer required for the Company to settle all conversions of the Convertible Preferred Stock in shares of Common Stock without regard to Section 6(a) of the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock in connection with the Transaction.
Sample 1

Examples of Requisite Parent Stockholder Approval in a sentence

  • Other than obtaining the Requisite Parent Stockholder Approval, no other corporate proceedings on the part of Parent are necessary to approve the consummation of the Transactions.

  • The Requisite Company Stockholder Approval and the Requisite Parent Stockholder Approval shall have been obtained.

  • Unless the Board of either party, or any committee thereof, shall effect a Change of Recommendation in accordance with Section 6.3, each of the Company and Parent shall use its reasonable best efforts to solicit from its shareholders or stockholders, as the case may be, proxies in favor of the Company Voting Proposal or the Parent Voting Proposal, respectively, and to secure the Requisite Company Shareholder Approval and the Requisite Parent Stockholder Approval, respectively.

  • The Requisite Company Shareholder Approval and the Requisite Parent Stockholder Approval shall have been obtained.

  • In addition to the Parent Stockholder Approval required by Law, the parties have agreed as a matter of contract that the affirmative vote of a majority of the votes cast in person or by proxy by holders of Parent Class B Shares other than LMC, the Stockholders and any of their respective Associates, and the Xxxxxxx Interests (the "Disinterested Stockholder Approval" and, together with the Parent Stockholder Approval, the "Requisite Parent Stockholder Approval") is required to approve the Exchange.

  • Following the Closing, Parent shall use reasonable efforts to obtain at its meeting of stockholders, but in no event later than April 15, 2022, the Requisite Parent Stockholder Approval, including by endorsing its approval with the recommendation of the board of directors of Parent that stockholders vote in favor of the Requisite Parent Stockholder Approval in the related proxy materials.

  • On or effective as of the Closing Date, subject to obtaining the Requisite Parent Stockholder Approval, Parent shall cause the Parent A&R Bylaws, in substantially the form attached hereto as Exhibit D, to be adopted.

  • In addition to the Parent Stockholder Approval required by Law, the parties have agreed as a matter of contract that the affirmative vote of a majority of the votes cast in person or by proxy by holders of Parent Class B Shares other than LMC, the Stockholders and any of their respective Associates, and the Murdoch Interests (the "Disinterested Stockholder Axxxxxxx" and, together with the Parent Stockholder Approval, the "Requisite Parent Stockholder Approval") is required to approve the Exchange.

  • The Parties may mutually amend any provision of this Agreement at any time prior to the Effective Time; provided, however, that any amendment effected subsequent to the Requisite Parent Stockholder Approval shall be subject to any restrictions contained in the Nevada Revised Statutes.

  • This Agreement may be amended by mutual agreement of the parties hereto at any time before or after receipt of the Requisite Parent Stockholder Approval; provided, however, that after the Requisite Parent Stockholder Approval has been obtained, there shall not be any amendment that by Law requires further approval by the stockholders of the Parent without such further approval of such stockholders.


More Definitions of Requisite Parent Stockholder Approval

Requisite Parent Stockholder Approval means the affirmative vote in favor of the Merger and the adoption of the amended and restated certificate of incorporation of Parent in substantially the form attached hereto as EXHIBIT H by the holders of at least a (i) majority of the Parent Shares and (ii) majority of the Parent Series A Preferred Shares, by written consent pursuant to the Delaware Act.
Sample 1
Requisite Parent Stockholder Approval. Section 7.3(a) “Rollover Option” Section 2.6(b)(iii)
Sample 1
Requisite Parent Stockholder Approval means the affirmative vote of the holders of a majority of the Parent Shares in favor of this Agreement and the Merger.
Sample 1

Related to Requisite Parent Stockholder Approval

  • 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.

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

  • 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.

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

  • 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.

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

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

  • Required Shareholder Approval has the meaning in Section 2.20.

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

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

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

  • Authorized Share Approval means approval of the Amendment by the shareholders of the Company.

  • 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 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.

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

  • 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).

  • 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.

  • Parent Stockholders means the holders of Parent Common Stock.

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

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