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 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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Examples of Xxxxxxx Shareholder Approval in a sentence

  • Xxxxxxx shall (i) through its board of directors, recommend to its shareholders the approval of this Agreement (the “Xxxxxxx Recommendation”), (ii) include such Xxxxxxx Recommendation in the Proxy Statement and (iii) use its reasonable best efforts to obtain the 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 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 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 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.

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

  • 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.

  • 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 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.

  • 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 has the meaning ascribed thereto in Section 2.2(c);
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Xxxxxxx Shareholder Approval means the approval by the Xxxxxxx Shareholders of the Xxxxxxx Share Issuance Resolution at the Xxxxxxx Meeting;
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Related to Xxxxxxx Shareholder Approval

  • 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).

  • 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 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.

  • 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.

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

  • Shareholder 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 shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date.

  • 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.

  • Authorized Share Approval means approval of the Amendment by the shareholders of the Company.

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

  • 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, including any grants by operation of law; 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 means the affirmative vote of a majority of the Disinterested Directors of the Company or a unanimous written consent of the Board of Directors of the Company duly obtained in accordance with the applicable provisions of the Company's certificate of incorporation, bylaws and applicable law.

  • 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.

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