Shareholder and Board Approval definition

Shareholder and Board Approval. The Preferred Stock will be divided into $28,000,000 of Series B Preferred Stock and $92,000,000 of Series C Preferred Stock. Upon payment therefore, the Series B Preferred Stock will be issued on the Closing Date, prior to the expiration or termination of the Xxxx-Xxxxx-Xxxxxx waiting period, and shall initially be non-voting securities that will convert into voting securities at such time as the Xxxx-Xxxxx-Xxxxxx waiting period has expired or is terminated. If Xxxx-Xxxxx-Xxxxxx approval has not been obtained within 120 days, until such approval has been obtained, the dividend rate on the Preferred Stock will increase to 12.5% per year, the Conversion Price will be reduced by 50%, and the Preferred Stock will be convertible into common stock which is non-voting only to the extent necessary to comply with antitrust laws. The Series C Preferred Stock (and related Warrants) shall be issued upon the date (the "Subsequent Closing Date") which is 10 days after written notice from the Company of (i) the expiration or termination of the Xxxx-Xxxxx-Xxxxxx waiting period, and (ii) the Company has obtained any shareholder approval necessary for the Company to continue to be listed on the NASDAQ National Market following the conversion of all outstanding Series B and Series C Preferred Stock. If such shareholder approval is not obtained by the date 120 days after the Closing Date (the "Outside Date"), the dividend rate on the Preferred Stock shall increase to 12.5% per annum until such approval is obtained. The Company will commit to use its best efforts to obtain such shareholder approval. The Board shall take appropriate action to approve the documents and transactions contemplated hereby, including, without limitation, such action as may be required in order for the Initial Purchasers and their affiliates to avoid being (i) one or more "Acquiring Persons" under the Company's Stockholder Rights Agreement, dated as of June 9, 1997, or (ii) one or more "interested stockholders" under Section 203 of the Delaware General Corporation Law.
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Shareholder and Board Approval means approval of the Contemplated Transactions by (i) each Five Percent Shareholder (as such term is defined in the Restated Certificate of Incorporation of Venturi as filed with the Secretary of State of Delaware, Division of Corporations, on August 1, 2003 ("Venturi's Certificate of Incorporation")), (ii) the holders of a majority of the issued and outstanding shares of Venturi's common stock, and (iii) directors constituting at least 80% of Venturi's board of directors as required by Venturi's Certificate of Incorporation.
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Related to Shareholder and Board Approval

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Required Shareholder Approval has the meaning in Section 2.20.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

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

  • Company Shareholder Meeting has the meaning specified in Section 8.2(b).

  • Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.

  • Shareholder Approval Date means the date on which this Plan is approved shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed on quoted, and other laws, regulations and obligations of the Company applicable to the Plan.

  • Board Approval has the meaning set out in Section 2.2(a)(ii);

  • 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.

  • 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.

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

  • 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.

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

  • 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.

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

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

  • Shareholder Meeting means an annual general meeting of shareholders or special meeting of shareholders of the Company called for the purpose of electing directors to the board of directors of the Company.

  • Shareholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from the shareholders of the Company to permit the exercise of the Warrants.

  • Requisite Shareholder Approval shall have the meaning set forth in Section 4.3(a).

  • Company Shareholders means holders of Company Shares.

  • Company Board means the Board of Directors of the Company.

  • Existing Shareholders has the meaning set forth in the preamble.

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;