Seller Special Meeting definition

Seller Special Meeting means the meeting of the holders of Common Stock for the purpose of seeking the Seller Stockholder Approval, including any postponement or adjournment thereof.
Sample 1Sample 2Sample 3
Seller Special Meeting has the meaning set forth in Section 5.3(b) below.
Sample 1
Seller Special Meeting shall have the meaning set forth in Section 5.15(d).
Sample 1

Examples of Seller Special Meeting in a sentence

  • The information supplied by Buyer for inclusion in the Proxy Statement will not, as of the date the Proxy Statement is first mailed to the stockholders of Seller, and at the time of the Seller Special Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • The Seller Special Meeting will be held as soon as practicable after the execution of this Agreement.

  • The approval of at least at least 66 and 2/3 percent of the outstanding shares of Seller Common Stock for adoption of the Merger Agreement and approval of the Merger shall have been obtained at the Seller Special Meeting or any adjournment or postponement thereof.

  • Subject to the requirements of applicable law, at any time prior to the Effective Time, whether before or after the Seller Special Meeting, any party hereto, by action taken by its Board of Directors (or, in the case of Buyer, any similar body), may (i) extend the time for the performance of any of the obligations or other acts of any other party hereto or (ii) waive compliance with any of the agreements of any other party or with any conditions to its own obligations.

  • Seller has full corporate power and authority to (i) execute and deliver this Agreement, and (ii) assuming the approval of the Merger by at least two-thirds of the outstanding shares of Seller Common Stock at the Seller Special Meeting or any adjournment or postponement thereof in accordance with Washington Law, consummate the Merger and the other transactions contemplated hereby.

  • The Seller Special Meeting shall be duly called and held as provided in the preceding sentence even if the Seller Board withdraws or modifies its recommendation of the Acquisition Proposal as provided in Section 6.6. Unless otherwise expressly agreed in writing by Purchaser, the only matters Seller shall propose to be acted on by Seller’s stockholders at the Seller Special Meeting shall be the Acquisition Proposal and related matters incidental to the consummation of the transactions contemplated hereby.

  • The information supplied by Seller for inclusion in the Proxy Statement will not, as of the date the Proxy Statement is first mailed to the stockholders of Seller, and at the time of the Seller Special Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • Seller shall ensure that the Seller Special Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Seller in connection with the Seller Special Meeting are solicited in compliance with the Washington Law and the Exchange Act, Seller’s articles of incorporation and bylaws and all other applicable legal requirements.

  • Seller shall ensure that the Seller Special Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Seller in connection with the Seller Special Meeting are solicited in compliance with the Washington Law and the Exchange Act, Seller's articles of incorporation and bylaws and all other applicable legal requirements.

  • The information supplied by Seller for inclusion in the Proxy Statement will not, as of the date the Proxy Statement is first mailed to the stockholders of Seller, and at the time of the Seller Special Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light Americas 92425100 of the circumstances under which they were made, not misleading.

Related to Seller Special Meeting

  • Special Meeting means a special meeting of the holders of Voting Shares, called by the Board of Directors for the purpose of approving a supplement or amendment to this Agreement pursuant to Subsection 5.4(b);

  • special meeting of shareholders means a meeting of any particular class or classes of shareholders and a meeting of all shareholders entitled to vote at any annual meeting of shareholders at which special business is to be transacted.

  • Shareholders Meeting shall have the meaning set forth in Section 5.1.

  • Stockholders Meeting shall have the meaning set forth in Section 6.2(c).

  • Shareholder Meeting means a meeting of the Company’s shareholders.

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

  • Stockholder Meeting means each annual or special meeting of stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournment, postponement, reschedulings or continuations thereof; (k) the term “Synthetic Equity Interests” means any derivative, swap or other transaction or series of transactions engaged in by such person, the purpose or effect of which is to give such person economic risk similar to ownership of equity securities of any class or series of the Company, including due to the fact that the value of such derivative, swap or other transactions are determined by reference to the price, value or volatility of any shares of any class or series of the Company’s equity securities, or which derivative, swap or other transactions provide the opportunity to profit from any increase in the price or value of shares of any class or series of the Company’s equity securities, without regard to whether (i) the derivative, swap or other transactions convey any voting rights in such equity securities to such person; (ii) the derivative, swap or other transactions are required to be, or are capable of being, settled through delivery of such equity securities; or (iii) such person may have entered into other transactions that hedge or mitigate the economic effect of such derivative, swap or other transactions; and (l) the term “Third Party” refers to any person that is not a Party, a member of the Board, a director or officer of the Company, or legal counsel to any Party. In this Agreement, unless a clear contrary intention appears, (i) the word “including” (in its various forms) means “including, without limitation;” (ii) the words “hereunder,” “hereof,” “hereto” and words of similar import are references in this Agreement as a whole and not to any particular provision of this Agreement; (iii) the word “or” is not exclusive; (iv) defined terms used in the singular include the plural and vice versa; and (v) references to “Sections” in this Agreement are references to Sections of this Agreement unless otherwise indicated.

  • Virtual Meeting means any general meeting of the Shareholders (or any meeting of the holders of any Class of Shares) at which the Shareholders (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities.

  • Scoping meeting means a meeting between representatives of the applicant and the EDU conducted for but not limited to the following purposes:

  • Company Shareholder Meeting has the meaning set forth in Section 5.13(b).

  • Company Meeting means the special meeting of Company Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution.

  • special meeting in lieu of an annual meeting means a special meeting called by Directors for the purpose of electing Directors in the event that an annual meeting is not held on or before such date as may be required by the NYSE Amex, New York Stock Exchange or such other exchange or trading system on which shares are principally traded, if applicable.

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

  • 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.

  • meeting of shareholders means an annual meeting of shareholders or a special meeting of shareholders;

  • Holders’ Meeting means a meeting among the Holders held in accordance with Clause 17 (Holders’ Meeting).

  • Annual Meeting means the annual meeting of the stockholders of the Company.

  • Open meeting or "public meeting" means a meeting at which the public may be present.

  • physical meeting means a general meeting held and conducted by physical attendance and participation by shareholders and/or proxies at the Principal Meeting Place and/or where applicable, one or more Meeting Locations;

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

  • Bondholders’ Meeting means a meeting among the Bondholders held in accordance with Clause 17 (Bondholders’ Meeting).

  • Meeting means any meeting of:

  • Court Meeting means the meeting(s) of the Scheme Shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act, notice of which will be set out in the Scheme Document, for the purpose of approving the Scheme, including any adjournment thereof;

  • Public meeting means a meeting that is required to be open to the public under Title 52, Chapter 4, Open and Public Meetings Act.

  • Noteholders’ Meeting means a meeting among the Noteholders held in accordance with Clause 16 (Noteholders’ Meeting).

  • Review Meeting means a meeting to be held in accordance with clause B19 (Review Meetings) or as otherwise requested in accordance with clause B19.2 (Review Meetings)