Stockholder Approval Requirement definition

Stockholder Approval Requirement means (i) the issuance of such Additional Securities would require stockholder approval under the listing requirements of NYSE or any other securities exchange upon which the Company Common Stock is then listed solely as a result of the issuance of the Additional Securities to the Purchaser in such Additional Investment and (ii) the Company would not be required to seek any stockholder approval in connection with the Additional Investment but for issuance of such Additional Securities to the Purchaser.
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Stockholder Approval Requirement means (i) the issuance of such New Securities would require stockholder approval under the listing requirements of the Nasdaq Global Select Market or any other securities exchange upon which the Common Stock is then listed solely as a result of the issuance of the New Securities to the Lead Investor in such Offering and (ii) the Company would not be required to seek any stockholder approval in connection with the Offering but for issuance of such New Securities to the Lead Investor.
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Stockholder Approval Requirement has the meaning specified in Section 5(a).
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Examples of Stockholder Approval Requirement in a sentence

  • Subject to the Stockholder Approval Requirement, this Agreement has been, and upon execution of Issuer of each other Transaction Agreement to which it is a party will have been, duly executed and delivered by Issuer, and (assuming due authorization, execution and delivery by Investor) this Agreement constitutes, and each other Transaction Agreement to which it is a party will constitute, a legal, valid, and binding obligation of Issuer enforceable against Issuer in accordance with its terms.

  • The Purchaser may elect to purchase up to all of the Additional Securities on the terms proposed; provided that to the extent the issuance of Additional Securities to the Purchaser would result in a Stockholder Approval Requirement, the Purchaser may elect to purchase up to an amount of Additional Securities that would not cause the Stockholder Approval Requirement.

  • Subject to the Stockholder Approval Requirement, the execution and delivery of this Agreement and each other Transaction Agreement to which it is a party by Issuer, the performance by Issuer of its obligations hereunder and thereunder, and the consummation by Issuer of the transactions contemplated hereby and thereby will have been duly authorized and approved by all requisite action on the part of Issuer.

  • The Company shall and hereby agrees to submit for consideration by the stockholders of the Company, the question of whether the Merger and the Merger Agreement should be ratified, adopted, and approved by the holders of a majority of the Company's outstanding voting securities and the holders of a majority of the Company's outstanding voting securities that are not affiliated persons of the Company (collectively, the "Stockholder Approval Requirement").

  • Issuer shall promptly give or cause to be given such notices to third parties and use its best efforts to obtain or cause to be obtained such third party consents and estoppel certificates (including, without limitation appropriate evidence of the satisfaction of the Stockholder Approval Requirement) as Investor may in its sole and absolute discretion deem necessary, appropriate, or desirable in connection with the transactions contemplated hereby.

  • A Redemption Notice may be delivered to Holders prior to the satisfaction the Stockholder Approval Requirement, provided that any redemptions described therein be conditioned upon the satisfaction of the Stockholder Approval Requirement on or prior to the applicable Redemption Date.

  • Bovi and Xxxxxxx shall and hereby agree, severally and not jointly, that if the Stockholder Approval Requirement is satisfied on or before December 31, 2005, they shall contribute to the capital of the Company, without further consideration to be received by either of them from the Company, the 200,000 shares and 150,000 shares of Company common stock received by them, respectively, in the Merger.

  • The execution, delivery, and performance of this Agreement and each other Transaction Agreement to which it is a party by Issuer do not and will not require any consent, approval, authorization, or other order of, action by, filing with, or notification to, any Governmental Authority or any other Person; except for the Stockholder Approval Requirement and the filing of notices of sale in accordance with the registration, permit, or qualification requirements of all applicable state securities laws.

  • Issuer shall promptly give or cause to be given such notices to third parties and use its best efforts to obtain or cause to be obtained such third party consents and estoppel certificates (including, without limitation appropriate evidence of the satisfaction 13 13 of the Stockholder Approval Requirement) as Investor may in its sole and absolute discretion deem necessary, appropriate, or desirable in connection with the transactions contemplated hereby.

  • NASDAQ Stockholder Approval Requirement Because our Common Stock and Preferred Stock are listed on the NASDAQ Capital Market, we are subject to NASDAQ rules and regulations.


More Definitions of Stockholder Approval Requirement

Stockholder Approval Requirement means (i) the issuance of such Additional Securities would require stockholder approval under the listing requirements of NYSE or any other securities exchange upon which the Company Common Stock is then listed solely as a result of the issuance of the Additional Securities to the Purchaser in such Additional Investment and (ii) the Company would not be required to seek any stockholder approval in connection with the Additional Investment but for issuance of such Additional Securities to the Purchaser. ($24,500,000).
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Stockholder Approval Requirement has the meaning set for in Section 3.2.
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Related to Stockholder Approval Requirement

  • Required Shareholder Approval has the meaning in Section 2.20.

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

  • 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.

  • Requisite Shareholder Approval means the affirmative vote of a majority of the outstanding shares of the Company’s Voting Stock (voting together as a single class) and the affirmative vote of a majority of the outstanding shares of Common Stock (voting separately as a single class), in each case approving the amendment of the Company’s amended and restated articles of incorporation to increase the number of authorized shares of Common Stock to 150,000,000 shares.

  • 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.

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Requisite Stockholder Approval has the meaning set forth in Section 3.2.

  • 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).

  • 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 Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date.

  • Parent Stockholder Approval means the approval of the Parent Common Stock Issuance by the affirmative vote of a majority of the votes cast at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE 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;

  • Required Approval has the meaning specified in Section 2.2(b).

  • Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.

  • Requisite Approval means the affirmative vote of the holders of at least a majority of the shares of outstanding Company Common Stock and outstanding Company Preferred Stock voting as a single class.

  • CPUC Approval means a final and non-appealable order of the CPUC, without conditions or modifications unacceptable to the Parties, or either of them, which contains the following terms:

  • 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.

  • HSR Approval means expiration of all applicable waiting periods under the HSR Act (including any voluntary agreed extensions) or earlier termination thereof.

  • IRB approval means the determination of the IRB that the research has been reviewed and may be conducted at an institution within the constraints set forth by the IRB and by other institutional and federal requirements.

  • Required Consent has the meaning set forth in Section 4.4.

  • Authorized Share Approval means approval of the Amendment by the shareholders of the Company.

  • Required Approvals shall have the meaning ascribed to such term in Section 3.1(e).

  • Required Vote has the meaning ascribed thereto in Section 2.2(b);

  • Application Approval Date means the date that the Application is approved by the Board of Trustees of the District and as further identified in Section 2.3.B of this Agreement.

  • Conditional approval means a time-limited status that results when an approved nursing education program has failed to maintain requirements as set forth in this chapter.

  • Governmental Approval is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.