Special Meeting Proposals definition

Special Meeting Proposals means the issuance of (i) shares of Preferred Stock upon exchange of the Notes in accordance with the terms of this Agreement, (ii) the Warrants as contemplated by this Agreement and (iii) the Common Stock initially issuable upon conversion of the Preferred Stock and exercise of the Warrants.
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Special Meeting Proposals shall have the meaning ascribed to such term in the Purchase Agreement.
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Examples of Special Meeting Proposals in a sentence

  • Neither prior to nor at the Special Meeting shall the Company put forth any matter, other than the Special Meeting Proposals, to the holders of Common Stock for their approval without the prior written consent of the Purchasers.

  • In the event that the Board of Directors withdraws or adversely modifies its recommendation of the Special Meeting Proposals, the Company shall pay to the Purchasers, based upon their pro rata percentage of the aggregate Purchase Price and in immediately available funds, the Incremental Interest as liquidated damages, payable within two (2) Business Days of such withdrawal or modification, as set forth in Section 7(b) of the Notes.

  • The Company shall use its reasonable best efforts to supplement, as promptly as practicable after the date hereof but in no event later than ten (10) Business Days after the date hereof, the proxy statement and related materials dated September 8, 2003 with respect to the meeting of the stockholders for the purpose of approving the Special Meeting Proposals.

  • Xxxxxx wish to form a group for the purposes of seeking to request that the Company call a special meeting of shareholders to approve the Special Meeting Proposals and seeking approval of the Special Meeting Proposals at any special meeting called for such purpose, and for the purpose of taking all other action necessary or appropriate to achieve the foregoing.

  • The Company shall use its reasonable best efforts to prepare and file with the SEC, as promptly as practicable after the date hereof but in no event later than sixteen (16) Business Days after the Initial Closing, preliminary proxy materials with respect to a meeting of the stockholders for the purpose of approving the Special Meeting Proposals.

  • The Company and the Shareholders desire to enter into this Agreement (the "Agreement") in order to provide for the withdrawal of the Special Meeting Proposals and termination of the Action.

  • Each of the Rights Condition and the Business Combination Condition is likely to be satisfied if the Special Meeting Proposals are approved and the current directors of the Company are removed and replaced by the Parent Nominees.

  • Parent and the Purchaser initiated the demand of the call of the Special Meeting so that the Company's shareholders will have the opportunity to consider and vote upon the Special Meeting Proposals, which would result in the removal of all of the current members of the Company Board and in the election of the Parent Nominees as the directors of the Company.

  • In the event the Offer is not consummated because the Minimum Condition is not satisfied or for any other reason, the Parent Nominees, if elected, subject to their fiduciary duties (see "Special Meeting Proposals; Required Vote" below), currently intend to support the efforts of Parent and the Purchaser, if any, to acquire the Company or effect a business combination with the Company by other means.

Related to Special Meeting Proposals

  • 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 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

  • hybrid meeting means a general meeting convened for the (i) physical attendance by shareholders and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations and (ii) virtual attendance and participation by shareholders and/or proxies by means of electronic facilities;

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

  • Board Meeting means a meeting of the Board;

  • meeting of shareholders means such annual shareholders meeting or special shareholders meeting, whether general or not, at which one or more persons are nominated for election to the board by a Nominating Shareholder;

  • General Meeting means the annual or any special general meeting of the Association.

  • Stockholder Meeting means each annual or special meeting of stockholders of the Company, or any action by written consent of the Company’s stockholders in lieu thereof, and any adjournment, postponement, rescheduling, continuation or meeting held in lieu thereof;

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

  • Adjournment Proposal means a proposal to adjourn the special meeting of the stockholders of Thayer to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at such special meeting.

  • 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;

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

  • Competing Proposal means a proposal, offer or invitation to the Company, any Party or any of a Party’s Affiliates (other than the Proposal), that involves the acquisition of Control of the Target, a sale of all or a substantial part of the assets of the Target, a restructuring or recapitalization of the Target, or some other transaction that would adversely affect, prevent or materially reduce the likelihood of the consummation of the Transaction with the Parties.

  • Meeting of Members means an annual meeting of members or a special meeting of members;

  • 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;

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