Xxxxxxx Shareholder Approval definition

Xxxxxxx Shareholder Approval has the meaning set forth in Section ---------------------------- 3.1(d).
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Xxxxxxx Shareholder Approval shall have the meaning ascribed to that term in subsection 2.2(a)(ii) of this Agreement;
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Xxxxxxx Shareholder Approval has the meaning ascribed thereto in Section 2.2(c);
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Examples of Xxxxxxx Shareholder Approval in a sentence

  • Xxxxxxx has the requisite corporate power and --------- authority to execute and deliver this Agreement and, subject to Xxxxxxx Shareholder Approval (as defined below) and the receipt of the consents and waivers set forth in Section 3.1(d) of the Xxxxxxx Disclosure Schedule, to consummate the transactions contemplated by this Agreement to be consummated by Xxxxxxx.

  • The execution and delivery of this Agreement and the Xxxxxxx Disclosure Memorandum by Xxxxxxx and the completion by Xxxxxxx of the Arrangement have been authorized by the directors of Xxxxxxx and, other than the Xxxxxxx Shareholder Approval required in connection with the completion of the Arrangement, no other corporate proceedings on the part of Xxxxxxx are necessary to authorize this Agreement or to complete the Arrangement.

  • The execution and delivery of this Agreement by Xxxxxxx and the consummation by Xxxxxxx of the transactions contemplated by this Agreement have been duly authorized by the Xxxxxxx Board and no other corporate proceedings on the part of Xxxxxxx are necessary to authorize this Agreement other than Xxxxxxx Shareholder Approval.

  • Subject to the Interim Order, the Xxxxxxx Shareholder Approval is the only vote of the holders of any class or series of the Xxxxxxx Common Shares or Xxxxxxx options, as applicable, necessary to approve this Agreement, the Arrangement.

  • The Xxxxxxx Shareholder Approval and --------------------- Shire Shareholder Approval shall have been obtained.

  • If the Interim Order is obtained and Xxxxxxx Shareholder Approval is obtained as provided for in the Interim Order and EFI Shareholder Approval is obtained, then subject to the terms of this Agreement, Xxxxxxx shall apply to the Court for the Final Order and shall diligently pursue such Application.

  • Xxxxxxx shall, as soon as ---------------------------- practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the "Xxxxxxx Shareholders -------------------- Meeting") for the purpose of obtaining the Xxxxxxx Shareholder Approval.

  • The execution and delivery of this Agreement by Xxxxxxx and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Xxxxxxx, subject to the approval of this Agreement and the transactions contemplated hereby by the affirmative vote of holders of at least two-thirds of the shares of Common Stock voted at a meeting (the "Xxxxxxx Shareholder Approval").

  • The Xxxxxxx Shareholder Approval and Shire Shareholder Approval shall have been obtained.

  • Notwithstanding the foregoing, the Special Meeting shall not be held until after Xxxxxxx shall have conducted a meeting of its shareholders for the purpose of seeking approval from the shareholders of Xxxxxxx for Xxxxxxx to vote its shares of Company Common Stock in favor of the Merger and to consummate the transactions contemplated by the Xxxxxxx Healthcare Inducement Agreement (the "Xxxxxxx Shareholder Approval").


More Definitions of Xxxxxxx Shareholder Approval

Xxxxxxx Shareholder Approval means the approval by the Xxxxxxx Shareholders of the Xxxxxxx Share Issuance Resolution at the Xxxxxxx Meeting;
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Xxxxxxx Shareholder Approval means the affirmative vote of holders of not less than 75% of the issued and outstanding ordinary shares of Xxxxxxx at the Shareholders’ Meeting.
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Related to Xxxxxxx Shareholder Approval

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

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

  • Required Shareholder Approval has the meaning in Section 2.20.

  • 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.

  • 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.

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

  • Requisite Shareholder Approval shall have the meaning set forth in Section 4.3(a).

  • Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.

  • Requisite Stockholder Approval means the affirmative vote of the holders of a majority of that company’s issued and outstanding shares entitled to vote on the Merger actually voting in favor of this Agreement and the Merger.

  • Shareholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from the shareholders of the Company to permit the exercise of the Warrants.

  • 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;

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

  • Price Approval means, in any country where a Governmental Authority authorizes reimbursement for, or approves or determines pricing for, pharmaceutical products, receipt (or, if required to make such authorization, approval or determination effective, publication) of such reimbursement authorization or pricing approval or determination (as the case may be).

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • FCC Approval means the FCC’s grant of the FCC Applications; provided that the possibility that an appeal, request for stay, or petition for rehearing or review by a court or administrative agency may be filed with respect to such grant, or that the FCC may reconsider or review such grant on its own authority, shall not prevent such grant from constituting FCC Approval for purposes of the Plan.

  • Board Approval has the meaning set out in Section 2.2(a)(ii);

  • Company Shareholder Meeting has the meaning specified in Section 8.2(b).

  • Prior Approval means written ap- proval by an authorized official evi- dencing prior consent.

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

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