Seller Stockholder Approval shall have the meaning ascribed thereto in Section 5.18(b) hereof.

Seller Stockholder Approval means the affirmative vote of a majority of the voting power of the issued and outstanding shares of Seller Common Stock and Seller Series B Stock voting in accordance with the provisions of Seller’s certificate of incorporation and by-laws as in effect on the date of such vote approving the sale of the ICS Business Segment pursuant to the terms set forth in this Acquisition Agreement and the amendment of Seller’s certificate of incorporation to change Seller’s corporate name.

Examples of Seller Stockholder Approval in a sentence

The Seller (and, from and after the Company Joinder Date, the Company, and from and after the Delaware Sub Joinder Date, Delaware Sub and the Purchaser) shall, as soon as reasonably practicable prior to the Closing (or within thirty (30) days following the Required Seller Stockholder Approval in the case of the Purchaser’s payment of the Assumed Liabilities), take all requisite action to effect the Target Contribution.
The Seller Stockholder Approval shall have been obtained, if and to the extent required by applicable Laws.
For the avoidance of doubt, for purposes of the foregoing clause (iii) of this Section 5.13(f), receipt of the Required Seller Stockholder Approval requires compliance with Rule 14(c)(2) of the Exchange Act and expiration of the waiting period prescribed thereunder.
Any agreement on the part of either party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party; provided, however, that after the Seller Stockholder Approval has been obtained, no waiver may be made that pursuant to applicable Law requires further approval or adoption by the stockholders of the Seller without such further approval or adoption having been first obtained.
The Seller Stockholder Approval is the only vote of the holders of any of the Seller’s capital stock necessary in connection with the consummation of the Transactions.

More Definitions of Seller Stockholder Approval

Seller Stockholder Approval has the meaning set forth in Section 4(k) below.

Seller Stockholder Approval has the meaning set forth in Section 3.2(a).

Seller Stockholder Approval means the adoption of a resolution authorizing the Sale and the Reorganization Transactions by the holders of a majority of the outstanding shares of Seller Common Stock entitled to vote thereon at the Stockholders’ Meeting.

Seller Stockholder Approval means the adoption of this Agreement (as it may be amended from time to time) and the approval of the transactions contemplated hereby by the stockholders of Seller by the affirmative vote or written consent of the holders of a majority in voting power of the outstanding shares of capital stock of Seller.

Seller Stockholder Approval the affirmative vote or written consent of the Requisite Seller Stockholders for the adoption and approval of this Agreement and the Contemplated Transactions. “Software” — all computer software and subsequent versions thereof, including source code, object, executable or binary code, objects, comments, screens, user interfaces, report formats, templates, menus, buttons and icons and all files, data, materials, manuals, design notes and other items and documentation related thereto or associated therewith.

Seller Stockholder Approval means the affirmative vote, in favor of a proposal to approve the Merger Agreement as amended by this Amendment, at a meeting or by written consent after the effective date of the Post-Effective Amendment, of the holders of a majority of each class of Seller Voting Shares entitled to vote thereon in accordance with the certificate of incorporation and bylaws of Seller and Section 251(c) of the DGCL. To the extent Buyer is required pursuant to the NYSE Rule to resolicit Buyer Stockholder Approval, all references in the Merger Agreement to Buyer Stockholder Approval shall mean the affirmative vote, in favor of a proposal to approve the Merger Agreement as amended by this Amendment, at a meeting after the effective date of the Post-Effective Amendment, of the holders of a majority of the outstanding shares of Buyer Common Stock in accordance with the certificate of incorporation and bylaws of Buyer and Section 251(c) of the DGCL.