unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.
Parent Shareholder Approval means the approval of the Parent Share Issuance by the affirmative vote of a majority of the Parent Common Shares entitled to vote thereon and present in person or represented by proxy at the Parent Shareholder Meeting in accordance with applicable securities Laws, the rules and regulations of the NYSE and the TSX, as applicable, the ABCA and the Organizational Documents of Parent.
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;
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Required Shareholder Approval has the meaning in Section 2.20.
Parent Stockholder Approval has the meaning set forth in Section 5.2.
Stockholder Approval has the meaning set forth in Section 4.5.
Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.
Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).
Shareholder Agreement has the meaning set forth in the Recitals.
Company Stockholders Meeting has the meaning set forth in Section 6.2(a).
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.
Shareholder Agreements has the meaning set forth in the recitals to this Agreement.
Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).
Independent Shareholders means holders of Voting Shares, other than:
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.
Company Shareholder Meeting has the meaning set forth in Section 5.13(b).
Disinterested Shareholder means a shareholder that is not an Insider to whom options may be granted under the Plan and they are not an Associate of any Insider.
Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.
Majority Shareholder Vote means a vote of “a majority of the outstanding voting securities” (as such term is defined in the 0000 Xxx) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.
Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.
Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.
Requisite Shareholder Approval shall have the meaning set forth in Section 4.3(a).
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
Share Exchange Agreement has the meaning specified in the Recitals.