Voting Proposal definition

Voting Proposal means the proposal submitted to the Seller's stockholders pursuant to the Disclosure Statement with respect to the approval of this Agreement, the Ancillary Agreements and the consummation of the sale of the Acquired Assets by the Seller to the Buyer as contemplated by this Agreement.
Sample 1
Voting Proposal means a proposal to approve (i) the liquidation and dissolution of the Company and any related plan of liquidation and dissolution (“Dissolution Proposal”), (ii) an adjournment of any meeting at which a Dissolution Proposal is presented to stockholders, or (iii) any other matter the Board determines (in its sole discretion) is related to a Dissolution Proposal.
Sample 1
Voting Proposal shall have the meaning set forth in Section 8.10(a).
Sample 1

Examples of Voting Proposal in a sentence

  • The Company Voting Proposal shall have been adopted at the Company Meeting, at which a quorum is present, by the Required Company Stockholder Vote.

  • Subject to Section 6.1, the Company shall take all action that is both reasonable and lawful to solicit from its stockholders proxies in favor of the Company Voting Proposal and shall take all other action reasonably necessary or advisable to secure the vote or consent of the stockholders of the Company required by the rules of The Nasdaq Stock Market or the DGCL to obtain such approvals.

  • Subject to Section 6.1, (a) the Company Board shall recommend adoption of the Company Voting Proposal by the stockholders of the Company and include such recommendation in the Proxy Statement and (b) the Company Board shall not withhold, withdraw or modify, or propose or resolve to withhold, withdraw or modify in a manner adverse to the Parent, the recommendation of the Company Board that the Company’s stockholders vote in favor of the Company Voting Proposal.

  • The Company Voting Proposal shall have been approved and adopted at the Company Meeting, at which a quorum is present, by the requisite vote of stockholders of the Company under applicable law and the Company’s Certificate of Incorporation and By-laws.

  • The Public Company Voting Proposal shall have been approved at the Public Company Meeting, at which a quorum is present, by the requisite vote of the stockholders of Public Company under applicable law and stock market regulation.

  • Subject to Section 6.1, the Company shall take all action that is both reasonable and lawful to solicit from its stockholders proxies in favor of the Company Voting Proposal and shall take all other action reasonably necessary or advisable to secure the vote of the stockholders of the Company required by the rules of The Nasdaq Stock Market or the DGCL to obtain such approvals.

  • The Seller stockholder vote required for the approval of the Seller Voting Proposal shall be a majority of the outstanding shares of Seller Common stock on the record date for the Seller Meeting.

  • The Company Voting Proposal shall have been approved at the Company Meeting, at which a quorum is present, by the Required Company Stockholder Vote.

  • Subject to Section 6.1, (a) the Company Board shall recommend approval of the Company Voting Proposal by the stockholders of the Company and include such recommendation in the Proxy Statement and (b) the Company Board shall not withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to the Buyer, the recommendation of the Company Board that the Company’s stockholders vote in favor of the Company Voting Proposal.

  • Subject to the right of the Company Board to withdraw, amend or modify such recommendation in accordance with Section 6.3, the Company shall, through its board of directors, recommend to its stockholders adoption of this Agreement and approval of the Merger and related matters, and the Company shall use its best efforts to solicit from its stockholders proxies in favor of the Company Voting Proposal.


More Definitions of Voting Proposal

Voting Proposal has the meaning set forth in Section 4.7(b).
Sample 1
Voting Proposal means a proposal by Aurizon Network that Interested Participants accept by a vote relating to any one or more of the following:
Sample 1
Voting Proposal means any proposal affecting Q made by a Q Stakeholder in accordance with this Constitution which is put to a vote by some or all Q Stakeholders in accordance with Appendix 5 (Voting).
Sample 1

Related to Voting Proposal

  • Competing Proposal shall have the meaning set forth in Section 6.6(f)(i).

  • Acquisition Proposal has the meaning set forth in Section 5.03(a).

  • Alternative Proposal has the meaning set forth in Section 6.2(b).

  • Bid Proposal or “Proposal” means the bidder’s proposal submitted in response to the RFP.

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.

  • Unsolicited proposal means a written proposal for a public-private initiative that is submitted by a private entity for the purpose of entering into an agreement with the department but that is not in response to a formal solicitation or request issued by the department.

  • Transaction Proposal has the meaning specified in Section 8.02(c).

  • Proposal means the Technical Proposal and the Financial Proposal of the Consultant.

  • Company Superior Proposal shall have the meaning set forth in Section 7.4(b).

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Superior Acquisition Proposal means a bona fide Acquisition Proposal made by a third party for one or more of the McNeil Partnerships which the general partner of each such McNeil Partnership determines in good faith to be more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Mergers and the other transactions contemplated by this Agreement with respect to such McNeil Partnership, and which such general partner determines in good faith is reasonably likely to be consummated.

  • Eligible Proposal means a Proposal that meets or exceeds the prescribed requirement, proceeding to the next stage of evaluation;

  • Responsive Proposal means a Proposal that complies with the material provisions of this RFP.

  • Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

  • Project Proposal has the meaning set forth in Section 2.2(b).

  • Financial Proposal means the Contractor’s Financial Proposal dated (Financial Proposal date).

  • Technical Proposal means the Contractor’s Technical Proposal dated (Technical Proposal date).

  • Transaction Proposals has the meaning set forth in Section 5.8.

  • approved proposal means a proposal approved or deemed to be approved under this Agreement;

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

  • Superior Company Proposal has the meaning set forth in Section 6.02(e).