Requisite Stockholder Approvals definition

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).

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, (i) holders of a majority of the total voting power of Company Common Stock and Company Preferred Stock, voting together as a single class, (ii) holders of a majority of the Company Preferred Stock, voting together as a single class on an as-converted basis, and (iii) holders of a majority of the outstanding voting power of the Series B Preferred Stock, voting separately as a class.

Examples of Requisite Stockholder Approvals in a sentence

• 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.

• The Requisite Stockholder Approvals shall have been obtained in accordance with the DGCL and the Company Governing Documents.

• The Company’s receipt of the Requisite Stockholder Approvals at the Company Stockholder Meeting.

• 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.

• This Agreement may be terminated and the Merger may be abandoned at any time prior to the filing of the Certificate of Merger, before or after obtaining the Requisite Stockholder Approvals, by the mutual consent of JIS, Judge and Acquisition, by action of their respective boards of directors.

More Definitions of Requisite Stockholder Approvals

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.

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 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, (i) holders of a majority of the total voting power of Company Common Stock and Company Preferred Stock, voting together as a single class, (ii) holders of a majority of the Company Preferred Stock, voting together as a single class on an as-converted basis, and(iii) holders of a majority of the outstanding voting power of the Series B Preferred Stock, voting separately as a class. “Rights Agreements” has the meaning set forth in Section 3.3.

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 is defined in the Recitals.

Requisite Stockholder Approvals has the meaning set forth in Section 4.29.

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.