Requisite Stockholder Approvals means the adoption of this Agreement and approval of the Transactions by the affirmative vote of, or the execution and delivery to the Company of a written consent by, (a) holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class on an as-converted basis, and (b) holders of at least sixty percent (60%) of the outstanding shares of Company Preferred Stock, voting together as a single class on an as-converted basis.
Requisite Stockholder Approvals has the meaning set forth in Section 5.1.
Requisite Stockholder Approvals has the meaning set forth in Section 5(c)(ii).
Examples of Requisite Stockholder Approvals in a sentence
The Requisite Stockholder Approvals shall have been obtained in accordance with the DGCL and the Company Governing Documents.
The Company Requisite Stockholder Approvals shall have been obtained.
A true and correct copy of the duly executed Stockholder Written Consent in the form attached hereto as Exhibit A, constituting the Requisite Stockholder Approvals, shall have been delivered to Parent.
Prior to the Effective Time, this Agreement may be amended by the parties at any time before or after receipt of the Company Requisite Stockholder Approvals; provided, however, that after receipt of the Company Requisite Stockholder Approvals, there shall be made no amendment that by Law requires further approval by the stockholders of the Company without the further approval of such stockholders.
Except for the Requisite Stockholder Approvals, no other vote or approval of the holders of any class or series of capital stock or other Equity Interests of the Company is necessary to approve or adopt this Agreement, the Mergers and the other Transactions to which the Company is a party.
More Definitions of Requisite Stockholder Approvals
Requisite Stockholder Approvals has the meaning set forth in Section 5(c)(ii). "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended. "Seller" and "Sellers" have the meanings set forth in the first paragraph of this Agreement. "Seller Representatives" has the meaning set forth in Section 8(a)(i). "Sellers Assets" has the meaning set forth in Section 5(s)(v). "Sellers Disclosure Schedule" means the disclosure schedule delivered by the Sellers concurrently with this Agreement, which shall specifically modify the numbered paragraphs hereof to which it expressly refers. "Sellers Evaluated Properties" has the meaning set forth in Section 5(r)(i). "Sellers Financial Statements" has the meaning set forth in Section 5(f). "Sellers Permits" has the meaning set forth in Section 5(k). "Sellers Plans" has the meaning set forth in Section 5(n)(i). "Sellers Project Information" has the meaning set forth in Section 5(r)(iii). "Sellers Projects" has the meaning set forth in Section 5(r)(iii). "Sellers Required Statutory Approvals" has the meaning set forth in Section 5(e). 9 "Sellers Reserve Reports" has the meaning set forth in Section 5(r)(i). "Sellers SEC Reports" has the meaning set forth in Section 5(f). "Shareholders Agreement" has the meaning set forth in Section 5(cc). "Shares" has the meaning set forth in Section 5(b)(i). "Subsidiary" means any corporation with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the common stock or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors. "Surviving Corporation 1" has the meaning set forth in Section 2(a). "Surviving Corporation 2" has the meaning set forth in Section 2(e). "TBCA" means the Business Corporation Act of the State of Texas, as amended. "Tax Return" has the meaning set forth in Section 5(m)(iii). "Taxes" has the meaning set forth in Section 5(m)(ii). "WARN" means the Federal Worker Adjustment and Retraining Notification Act of 1988. "Weighted Average Trading Price" has the meaning set forth in Section 4(a)(iii).
Requisite Stockholder Approvals means the requisite stockholder approvals (i) under the Nasdaq rules necessary to increase the maximum number of shares of Ticketmaster Common Stock available under the 2008 Ticketmaster Stock and Annual Incentive Plan (the “Ticketmaster Plan”) and the maximum number of shares of Ticketmaster Common Stock awardable to any individual under the Ticketmaster Plan, in each case in sufficient amounts to allow for all of the equity grants contemplated by this Agreement without exceeding applicable limits under the Ticketmaster Plan and (ii) necessary to qualify for the deductibility of payments to Executive for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder (the “Code”).
Requisite Stockholder Approvals means the Requisite 5635(b) Stockholder Approval and the Requisite 5635(d) Stockholder Approval; provided, however, that, in each case, the applicable Requisite 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 Capital Market, such stockholder approval is no longer required for the Company to issue shares Common Stock pursuant to the Notes and the Warrants. “Requisite 5635(b) Stockholder Approval” means the stockholder approval contemplated by Nasdaq Listing Rule 5635(b) with respect to the issuance of shares of Common
Requisite Stockholder Approvals means the approval of the Transaction by the affirmative vote of a majority of the total votes cast on such matter (with abstentions and broker non-votes not counted as votes “FOR” or “AGAINST” the matter).
Requisite Stockholder Approvals means (i) the affirmative votes of (A) the holders of at least a majority of the outstanding Common Stock and the outstanding Preferred Stock, voting together on an as-converted basis and (B) the holders of at least fifty percent (50%) of the outstanding Preferred Stock, voting together on an as-converted basis, in favor of the adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby; and (ii) the acknowledgments of the holders of at least fifty percent (50%) of the outstanding shares of each series of Preferred Stock that no election has been made by such holders that would cause the Merger to be deemed a liquidation pursuant to Section 2.1 of the Certificate of Designations for such series.
Requisite Stockholder Approvals means the adoption of this Agreement and approval of the Transactions by the affirmative vote of, or the execution and delivery to the Company of a written consent by the Company Stockholders holding at least (a) a majority of the shares of Company Common Stock then issued or issuable upon conversion of the shares of Company Preferred Stock and (b) a majority of the then outstanding shares of Common Stock (other than those issued or issuable upon conversion of the shares of Company Preferred Stock) held by Key Holders (as defined in the Company Voting Agreement) who are then providing services to the Company as officers, employees or consultants voting as a separate class.
Requisite Stockholder Approvals means the Affiliate Investment Approval and the Conversion Approval.