Stockholders’ Approval definition

Stockholders’ Approval means a vote of the holders of Capital Stock of the Corporation approving the Merger Agreement pursuant to the DGCL and the Certificate of Incorporation.

Stockholders’ Approval has the meaning assigned to such term in Section 5.4(d).

Stockholders’ Approval means the Company Stockholders’ adoption of this Agreement and any other matter that must be approved by the Company Stockholders in order for the transactions contemplated by this Agreement to be consummated by the affirmative vote of the holders of a majority of the outstanding Company Common Shares entitled to vote upon such matters at the Company Stockholders’ Meeting in accordance with the DGCL and the Company Organizational Documents.

Examples of Stockholders’ Approval in a sentence

• The execution, delivery and performance of this Agreement and the Ancillary Agreements to which Target is or will be a party and the consummation of the Transactions have been duly and validly authorized by Target’s Board of Directors, and no other corporate proceedings on the part of Target are necessary to authorize this Agreement and the Ancillary Agreements to which Target is or will be a party or to consummate the Transactions, other than the Target Stockholders’ Approval.

• Target has full corporate power and authority to execute and deliver this Agreement and any ancillary agreements to which Target is or will be a party (the “Ancillary Agreements”) and, subject to obtaining the Target Stockholders’ Approval, to consummate the Transactions.

• Subject to the terms and conditions of this Agreement, each party agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, or to remove any injunctions or other impediments or delays, to consummate and make effective the Transactions, subject, however, to the Target Stockholders’ Approval and the Parent Stockholders’ Approval.

• Each of Parent and Merger Sub has full corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and, subject to obtaining the Parent Stockholders’ Approval, to consummate the Transactions.

• The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Company, subject only to the Company Stockholders’ Approval.

More Definitions of Stockholders’ Approval

Stockholders’ Approval means a vote of the holders of Capital Stock of the Corporation entitled to vote on the Amendment approving the Amendment pursuant to the General Corporation Law of the State of Delaware and the Certificate of Incorporation.

Stockholders’ Approval means the requisite approvals from the Company’s stockholders to amend its restated certificate of incorporation to sufficiently increase the aggregate number of authorized but unissued shares of Common Stock and treasury shares of Common Stock available to the Company for the purpose of satisfying the conversion of the Initial Notes (plus all potential PIK Payments and PIK Interest Notes) which number is, as of the date of this Indenture, 46,149,573 shares (the “Aggregate Available Share Cap”), to permit the conversion and settlement of all the Initial Notes (plus all potential PIK Payments and PIK Interest Notes) into shares of Common Stock pursuant to Physical Settlement.

Stockholders’ Approval means the affirmative vote or written consent of, among other things, each of the following:

Stockholders’ Approval is defined in Section 5.4(e). ----------------------

Stockholders’ Approval means the affirmative vote or written consent required by the DGCL in connection with the approval and adoption of this Agreement by the holders of a majority of the Shares.

Stockholders’ Approval has the meaning set forth in Section 3.01(b)(i)

Stockholders’ Approval means the following actions by the stockholders of the Company at the Company Stockholders Meeting: (i) approval of the Amendment to the Certificate by the holders of a majority of the outstanding Common Stock as provided in the Delaware General Corporate Law, (ii) election of the nominees to the Board of Directors as contemplated by this Agreement and the Delaware General Corporate Law and (iii) if required by the AMEX, approval of the issuance of the Common Stock to the Banks pursuant to this Agreement by holders of a majority of the shares of Common Stock present and voting at the Company Stockholders Meeting.