Stockholder Consents definition

Stockholder Consents has the meaning set forth in Section 4.4(d).
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Stockholder Consents has the meaning set forth in the Recitals.
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Stockholder Consents have the meaning set forth in the Recital to this Agreement. “Stockholders’ Representative” has the meaning set forth in Section 12.18(a). “Subject Materials” has the meaning set forth in Section 8.03(c). “Subsidiary” means, with respect to any Person, any corporation of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or any partnership, association or other business entity of which a majority of the partnership or other similar ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, association or other business entity if such Person is allocated a majority of the gains or losses of such partnership, association or other business entity or is or controls the managing director or general partner of such partnership, association or other business entity. 63
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Examples of Stockholder Consents in a sentence

  • For the avoidance of doubt, the execution and delivery of the Stockholder Consents shall satisfy the Company Stockholder Approval.

  • Each of the Company and its Subsidiaries has all necessary corporate power and authority to execute and deliver each of the Transaction Agreements to which it is a party, to perform its obligations thereunder and to consummate the Transactions applicable to the Company or such Subsidiary, except for the Stockholders Approvals and Preferred Stockholder Consents.

  • The Preferred Stockholder Consents shall have been obtained to the extent and only if Purchaser does not “beneficially own” at least 66 2/3% of the outstanding shares of Senior Preferred Stock or the Junior Preferred Stock, as the case may be, at the closing of the Tender Offer.

  • Compost shall not take (or cause to be taken) any action that would in any way terminate, impede, frustrate, nullify or prevent the operation of such Stockholder Consents.

  • The Stockholder Consents are irrevocable and coupled with an interest.

  • Contemporaneously with the execution and delivery of this Agreement, the stockholders of Compost referenced in Exhibit K have executed and delivered to the Purchaser the written consents and voting and proxy agreements attached hereto as Exhibit K (collectively, the "Stockholder Consents").

  • Notice of and Record Date for Stockholder Consents; Solicitation Period.

  • Within five (5) business days after the receipt by the corporation of such a notice, the Board of Directors may, but shall not be required to: (A) subject to Section 213(b) of the Delaware General Corporation Law, establish a record date to determine the stockholders entitled to execute (and revoke) such Stockholder Consents, and (B) in such event, establish the time period during which such Stockholder Consents (and revocations thereof) may be solicited.

  • In connection with the Preferred Stockholder Consents, Purchaser may execute written consents with respect to any shares of Preferred Stock it may hold either directly or indirectly, beneficially or of record.

  • Stockholder Consents relating to the approval and adoption of this Agreement and the Merger shall have been duly executed and delivered by those Company Stockholders whose consent is required to approve this Agreement and the Merger in accordance with the Company Charter and the DGCL.


More Definitions of Stockholder Consents

Stockholder Consents has the meaning contained in Section 2.02.
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Stockholder Consents means the due and binding consent by the holders of each series of outstanding preferred stock of the Company to (i) extinguishment, on terms satisfactory to the Investor, of any and all rights that could conflict with, interfere with, impede, delay, or hinder any of the rights, designations, preferences, or privileges of the Preferred Shares under the Certificate of Designations and (ii) extinguishment, on terms satisfactory to the Investor, of any and all anti-dilution, preemptive or similar rights that could permit any adjustment or rearrangement of the rights of any such preferred stock in the event of any issuance by the Company or any of its subsidiaries of any securities, whether debt, equity or mixed, other than strictly proportional adjustments in the event of any stock split, stock dividend, reverse stock split or similar transaction.
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Stockholder Consents shall have the meaning set forth in Section 3.5.
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Related to Stockholder Consents

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

  • 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.

  • 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).

  • 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.

  • 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 Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • Required Shareholder Approval has the meaning in Section 2.20.

  • 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.

  • Company Shareholders means holders of Company Shares.

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

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

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • 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 Shareholder means a holder of Company Shares.

  • 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.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016, as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;

  • 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 Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Common Stockholders means holders of shares of Common Stock.

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