Requisite Stockholder Consent definition

Requisite Stockholder Consent means (i) prior to the Voting Threshold Date, the action at a meeting or by written consent (to the extent permitted under this Amended and Restated Certificate of Incorporation) of the holders of a majority in voting power of the shares of capital stock of the Corporation that would then be entitled to vote in the election of directors at an annual meeting of stockholders, and (ii) on and after the Voting Threshold Date, the action at a meeting or by written consent (to the extent permitted under this Amended and Restated Certificate of Incorporation) of the holders of two-thirds (2/3rds) of the voting power of the shares of capital stock of the Corporation that would then be entitled to vote in the election of directors at an annual meeting of stockholders.
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Requisite Stockholder Consent has the meaning set forth in Section 3.10.
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Requisite Stockholder Consent means the affirmative vote of (i) the holders of a majority of the shares of Capital Stock and (ii) the holders of a majority of the outstanding shares of Preferred Stock.
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Examples of Requisite Stockholder Consent in a sentence

  • The Corporation may postpone, reschedule or cancel any previously scheduled meeting of stockholders; provided, however, that with respect to any special meeting of stockholders of the Corporation previously scheduled at the request of the Requisite Stockholder Consent, the Corporation shall not postpose, reschedule or cancel any such special meeting without the prior written consent of the stockholders who comprised the Requisite Stockholder Consent.

  • The stockholders may not adopt, amend, alter or repeal the Bylaws of the Corporation, or adopt any provision inconsistent therewith, unless such action is approved, in addition to any other vote required by this Amended and Restated Certificate of Incorporation, by the Requisite Stockholder Consent.

  • Subject to the rights of the holders of any series of Preferred Stock expressly set forth in a Preferred Stock Designation adopted in compliance with this Amended and Restated Certification of Incorporation, no director may be removed from the Board except for cause and only with and immediately upon the Requisite Stockholder Consent.

  • Subject to the rights of the holders of any series of Preferred Stock expressly set forth in a Preferred Stock Designation adopted in compliance with this Certification of Incorporation, any director or the entire Board may be removed from office at any time with or without cause and for any or no reason only with and immediately upon the Requisite Stockholder Consent.

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  • The stockholders may not adopt, amend, alter or repeal the Bylaws of the Corporation, or adopt any provision inconsistent therewith, unless such action is approved, in addition to any other vote required by this Amended and Restated Certificate of Incorporation, by the Requisite Stockholder Consent.

  • The stockholders may not adopt, amend, alter or repeal the Bylaws of the Corporation, or adopt any provision inconsistent therewith, unless such action is approved, in addition to any other vote required by this Certificate of Incorporation, by the Requisite Stockholder Consent.

  • Within twenty-four hours (with originals to follow promptly thereafter) after execution of this Agreement, the Company shall deliver to Buyer the Requisite Stockholder Consent pursuant to written consents of the necessary Stockholders listed in the Disclosure Schedule, in the form attached hereto as Exhibit C (the “Written Consent”).

  • Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of the directors of the Corporation shall be fixed from time to time solely by the Board; provided, however, that prior to the Voting Threshold Date, unless otherwise approved by the Requisite Stockholder Consent, the number of the directors shall not exceed nine (9).

  • For the avoidance of doubt, each of the Stockholders who execute the Requisite Stockholder Consent will have received a substantially complete draft of the Information Statement prior to such Stockholder delivering its Written Consent.


More Definitions of Requisite Stockholder Consent

Requisite Stockholder Consent means the affirmative votes of (i) the holders of a majority of the outstanding Shares (voting together on an as converted to Company Common Stock basis), (ii) the holders of a majority of the outstanding Series A Preferred Stock (voting separately as a single class), (iii) the holders of a majority of the outstanding Series A-1 Preferred Stock (voting separately as a single class), and (iv) the holders of a majority of the outstanding Company Common Stock (voting separately as a single class).
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Requisite Stockholder Consent. Section 3.02(c) "Securities Act" means the Securities Act of 1933, as amended. "Series A Preferred Stock" means the Series A preferred stock, $0.01 par value per share, of the Company. "Series B Preferred Stock" means the Series B preferred stock, $0.01 par value per share, of the Company. "Series C Preferred Stock" means the Series C preferred stock, $0.01 par value per share, of the Company. "Significant Customer" Section 3.24 "Special Representations" Section 8.01 "Stockholder" means the holders of the Company Capital Stock immediately before the Effective Time, as listed in Company Disclosure Schedule 3.04, and at and after the Effective Time, shall include the holders of Company Stock Options and Company Warrants immediately prior to the Effective Time that were converted into the right to receive cash pursuant to Section 2.01(e) or (f). "Stockholder Representative" Section 11.13(a) "Stockholder Representative Expense Amount" Section 2.01(i) "Stock Plans" means all plans of the Company under which the Company Stock Options were issued and any other Company sponsored plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest therein, including any stock appreciation rights or stock-based performance units. "Straddle Period" Section 5.14(e) "Subsidiaries" Section 3.05(a) "Surrender and Cancellation Agreement" Section 2.02(b) "Surviving Corporation" Section 1.01
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Requisite Stockholder Consent means the written consent to the Transactions of each of the Stockholders, in their individual capacities as the sole stockholders of LPI and SP.
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Related to Requisite Stockholder Consent

  • 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.

  • 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;

  • 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.