Spinco Stockholder Approval definition

Spinco Stockholder Approval has the meaning set forth in Section 5.16.

Examples of Spinco Stockholder Approval in a sentence

  • Upon obtaining the Spinco Stockholder Approval, the approval of Spinco’s stockholders after the Distribution Date will not be required to effect the transactions contemplated by this Agreement, including the Merger, unless this Agreement is amended in accordance with Section 251(d) of the DGCL after the Distribution Date and such approval is required, solely as a result of such amendment, under the DGCL, Spinco’s certificate of incorporation or Spinco’s bylaws or by the IRS.

Related to Spinco Stockholder Approval

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

  • Parent Stockholder Approval has the meaning set forth in Section 5.2.

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

  • 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.

  • Stockholder Approval has the meaning set forth in Section 4.5.

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

  • 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.

  • Required Shareholder Approval has the meaning in Section 2.20.

  • 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.

  • 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;

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

  • Shareholder 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 shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Shares and Warrant Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date.

  • 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.

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

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

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

  • 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;

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

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

  • Merger Sub Board means the board of directors of Merger Sub.

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

  • Company Stock Plans has the meaning set forth in Section 3.02(b).

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Pre-approval means written notification via a pre-approval letter to Customer that Ameren Illinois has reviewed Customer's Application and determined that the project meets the program eligibility requirements for a maximum pre-approved incentive amount if the project is completed by the estimated completion date and all final application paperwork is submitted and approved.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.