Stockholder Cap Approval definition

Stockholder Cap Approval means the affirmative vote by the holders of a majority of the votes cast (including a majority of the votes cast by each class entitled to vote as a separate class) at a meeting of the Company’s stockholders approving the issuance of Common Stock in excess of the Cap Amount.
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Stockholder Cap Approval means the affirmative vote by the holders of a majority of the votes cast (including a majority of the votes cast by each class entitled to vote as a separate class) at a meeting of the Company’s stockholders, or approval by written consent in accordance with applicable law, approving the issuance of Common Stock in excess of the Cap Amount. “Subsidiary” means, with respect to any Person, any corporation or other entity of which at least a majority of the outstanding shares of stock or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors (or Persons performing similar functions) of such corporation or entity (regardless of whether or not at the time, in the case of a corporation, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries.
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Examples of Stockholder Cap Approval in a sentence

  • The Company shall obtain the Stockholder Cap Approval as promptly as practicable after the date hereof but in no event later than 60 days after the Closing Date.

  • Each Investor acknowledges and agrees that the aggregate number of shares of Common Stock that may be issued by the Company pursuant to this Agreement, the Debentures and the Warrants may not at any time exceed the Cap Amount without the Stockholder Cap Approval and that the Company shall have no obligation to issue shares of Common Stock pursuant to this Agreement, the Debentures or the Warrants in excess of the Cap Amount unless the Stockholder Cap Approval has been obtained.

  • In furtherance of obtaining the Stockholder Cap Approval if and when such approval is required, the Company shall use its commercially reasonable efforts to obtain the Stockholder Cap Approval at each annual or other stockholder meeting held by the Company until such approval has been obtained (provided, that, if and when such approval is required, the Company shall ensure that a stockholder meeting is called at least once every 90 days until the Stockholder Cap Approval has been obtained).

  • CDS shall not convert any of its shares of Series C Preferred Stock or the CDS Note until the earlier of the date on which (i) Stockholder Cap Approval (as defined in the Imperium Purchase Agreement) has been obtained and (ii) Imperium no longer beneficially owns any Series C Preferred Stock.

  • The Company shall obtain the Stockholder Cap Approval as promptly as practicable after the date a shareholders’ meeting approval is required under exchange rules or applicable law hereof but in no event later than 60 days after the Closing Date.

Related to Stockholder Cap Approval

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

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

  • 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.

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

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

  • 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.

  • Required Shareholder Approval has the meaning in Section 2.20.

  • 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.

  • 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.

  • 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;

  • 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 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.

  • Independent Shareholders means holders of outstanding Voting Shares, excluding (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or Associate of any Acquiring Person or Offeror, (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror, and (v) any employee benefit plan, share purchase plan, deferred profit sharing plan or trust for the benefit of employees of the Corporation or a wholly-owned Subsidiary of the Corporation (unless the beneficiaries of such plan or trust direct the manner in which such Voting Shares are to be voted or direct whether the Voting Shares are to be deposited or tendered to a Take-Over Bid, in which case such plan or trust shall be considered to be an Independent Shareholder).

  • Common Stockholders means holders of shares of Common Stock.

  • Parent Stockholders means the holders of Parent Common Stock.

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

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

  • Company Shareholder Meeting means a duly convened meeting of the Company’s shareholders called to obtain the Company Shareholder Approval, or any valid adjournment or postponement thereof made in accordance with this Agreement.

  • Company Shareholders means holders of Company Shares.

  • Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

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

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;