Sentences with phrase «require shareholder approval»

Shareholder privileges usually include voting rights on issues that require shareholder approval and electing the directors of the entity.
CCA would require shareholder approval to sell part of the Indonesian business to TCCC in a related party transaction and would need to convince investors of the short - term and long - term merits of a deal.
That plan, which requires shareholder approval, could see 13 million options granted.
A second placement of 35 million shares to Ms McBain requires shareholder approval.
«Not all activity requires shareholder approval.

Not exact matches

A committee of the independent members of the board of directors has been established to review the offer, which would require approval by a majority of the minority shareholders of Sun - Rype.
The deal, which requires the approval of shareholders, will be voted on in a special meeting next month.
Its board of directors is supporting the Loblaw takeover bid but the deal requires approval from at least two - thirds of the votes cast by QHR shareholders at a special meeting to be held in October.
The friendly deal, which requires approval by US Cobalt shareholders, comes as growing investments and demand in electric vehicles has spurred interest in key metals like cobalt, used in the vehicle's battery packs.
As Weston holds approximately 63 % of Loblaw's common shares, Loblaw expects that the TSX will accept Weston's agreement to support the transaction as evidence of shareholder approval and not require Loblaw to hold a shareholder meeting.
Under applicable TSX rules, the transaction also requires the approval of Loblaw shareholders by majority vote, as the number of Loblaw common shares to be issued in the transaction exceeds 25 % of the total number of outstanding Loblaw common shares.
We note that, in accordance with Rule 14 (a)-6 (a), Apple was not required to file preliminary proxy materials with the Commission because the matters to be acted on at the meeting are limited to (1) the election of directors, (2) the ratification of accountants, (3) a vote on an advisory resolution to approve executive compensation, (4) the approval of the Plan described above, which is a «plan» as defined in paragraph (a)(6)(ii) of Item 402 of Regulation S - K, and (5) shareholder proposals pursuant to Rule 14a - 8.
For example, the expected timing and likelihood of completion of the proposed merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that Kraft shareholders may not approve the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Kraft's common stock, and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Kraft and Heinz to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the combined company may be unable to achieve cost - cutting synergies or it may take longer than expected to achieve those synergies, and other factors.
The deal requires approval by Pou Sheng's independent shareholders, who own 37.2 percent in total, and could be vetoed if one - tenth of these investors votes against.
The offer puts the price of each SolarCity share at $ 26.50 to $ 28.50, but it will require approval from shareholders.
The separation, which does not require a shareholder vote, remains subject to market conditions, customary regulatory approvals, an affirmative ruling from the US Internal Revenue Service, the execution of separation and intercompany agreements, and final board approval.
Any deal would require approval from Lynas shareholders at the annual general meeting on November 30 but could help shore up the company's balance sheet after a sustained lull in the prices for rare earths.
Such risks and uncertainties include, but are not limited to: our ability to achieve our financial, strategic and operational plans or initiatives; our ability to predict and manage medical costs and price effectively and develop and maintain good relationships with physicians, hospitals and other health care providers; the impact of modifications to our operations and processes; our ability to identify potential strategic acquisitions or transactions and realize the expected benefits of such transactions, including with respect to the Merger; the substantial level of government regulation over our business and the potential effects of new laws or regulations or changes in existing laws or regulations; the outcome of litigation, regulatory audits, investigations, actions and / or guaranty fund assessments; uncertainties surrounding participation in government - sponsored programs such as Medicare; the effectiveness and security of our information technology and other business systems; unfavorable industry, economic or political conditions, including foreign currency movements; acts of war, terrorism, natural disasters or pandemics; our ability to obtain shareholder or regulatory approvals required for the Merger or the requirement to accept conditions that could reduce the anticipated benefits of the Merger as a condition to obtaining regulatory approvals; a longer time than anticipated to consummate the proposed Merger; problems regarding the successful integration of the businesses of Express Scripts and Cigna; unexpected costs regarding the proposed Merger; diversion of management's attention from ongoing business operations and opportunities during the pendency of the Merger; potential litigation associated with the proposed Merger; the ability to retain key personnel; the availability of financing, including relating to the proposed Merger; effects on the businesses as a result of uncertainty surrounding the proposed Merger; as well as more specific risks and uncertainties discussed in our most recent report on Form 10 - K and subsequent reports on Forms 10 - Q and 8 - K available on the Investor Relations section of www.cigna.com as well as on Express Scripts» most recent report on Form 10 - K and subsequent reports on Forms 10 - Q and 8 - K available on the Investor Relations section of www.express-scripts.com.
The affirmative vote of the holders of a majority of the Shares present in person or represented by proxy at the meeting and entitled to vote on the proposal at issue is required for: (i) the ratification of the appointment of E&Y as Walmart's independent accountants for fiscal 2014; (ii) the adoption of a non-binding advisory resolution to approve the compensation of the company's NEOs; (iii) the approval of the Management Incentive Plan, as amended; and (iv) the adoption of each of the shareholder proposals.
Furthermore, the rules governing companies listed on the NYSE and incorporated under Delaware law require us to submit certain matters to a vote of shareholders for approval, such as mergers, large share issuances or similar transactions, and the approval of equity - based compensation plans.
At any meeting at which a quorum has been established, the affirmative vote of the holders of a majority of the Shares present in person or represented by proxy at the meeting and entitled to vote on the proposal at issue is required for: (i) the ratification of the appointment of EY as Walmart's independent accountants for fiscal 2016; (ii) the adoption of a non-binding advisory resolution to approve the compensation of the company's NEOs; (iii) the approval of the Stock Incentive Plan of 2015; and (iv) the adoption of each of the shareholder proposals.
Review and recommend to the Board for approval the frequency with which the Company will conduct «Say on Pay» votes, taking into account the results of the most recent shareholder advisory vote on frequency of Say on Pay votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay vote and the frequency of the Say on Pay vote to be included in the Company's proxy statement.
Actual results may vary materially from those expressed or implied by forward - looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain shareholder approval of the Merger Agreement, (c) the parties may fail to secure the termination or expiration of any waiting period applicable under the HSR Act, (d) other conditions to the consummation of the Merger under the Merger Agreement may not be satisfied, (e) all or part of Arby's financing may not become available, and (f) the significant limitations on remedies contained in the Merger Agreement may limit or entirely prevent BWW from specifically enforcing Arby's obligations under the Merger Agreement or recovering damages for any breach by Arby's; (2) the effects that any termination of the Merger Agreement may have on BWW or its business, including the risks that (a) BWW's stock price may decline significantly if the Merger is not completed, (b) the Merger Agreement may be terminated in circumstances requiring BWW to pay Arby's a termination fee of $ 74 million, or (c) the circumstances of the termination, including the possible imposition of a 12 - month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on BWW and its business, including the risks that as a result (a) BWW's business, operating results or stock price may suffer, (b) BWW's current plans and operations may be disrupted, (c) BWW's ability to retain or recruit key employees may be adversely affected, (d) BWW's business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) BWW's management's or employees» attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on BWW's ability to operate its business, return capital to shareholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against BWW and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and / or tax factors; and (8) other factors described under the heading «Risk Factors» in Part I, Item 1A of BWW's Annual Report on Form 10 - K for the fiscal year ended December 25, 2016, as updated or supplemented by subsequent reports that BWW has filed or files with the SEC.
The investment is subject to customary closing conditions, including the finalization of commercial terms, completion of required legal documentation, and receipt of all applicable board, shareholder and regulatory approvals, including...
Vancouver - based exploration company NxGold Ltd. announced that all required approvals have been obtained for its December 22, 2017 agreement with Roe Gold Ltd. and its shareholders to acquire an 80 % interest in the Mt. Roe Gold Project, located in the Pilbara region of Western Australia.
Shareholder Approval Requirements: NYSE American requires a listed company to obtain the approval of its shareholders for certain types of securities issuances, including private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20 % or more of presently outstanding shares for less than the greater of book or market value of theApproval Requirements: NYSE American requires a listed company to obtain the approval of its shareholders for certain types of securities issuances, including private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20 % or more of presently outstanding shares for less than the greater of book or market value of theapproval of its shareholders for certain types of securities issuances, including private placements that may result in the issuance of common shares (or securities convertible into common shares) equal to 20 % or more of presently outstanding shares for less than the greater of book or market value of the shares.
In addition, certain amendments to the Trust Agreement require advance notice to the Shareholders before the effectiveness of such amendments, but no Shareholder vote or approval is required for any amendment to the Trust Agreement.
-- Requires any for - profit or non-profit corporation to obtain shareholder approval — at least once a year — prior to making politically - related expenditures and also requires that they file an accounting of that spending with the state Secretary oRequires any for - profit or non-profit corporation to obtain shareholder approval — at least once a year — prior to making politically - related expenditures and also requires that they file an accounting of that spending with the state Secretary orequires that they file an accounting of that spending with the state Secretary of State.
The sale will require the approval of a two - thirds majority of the team's shareholders.
The closing of any proposed merger would also be subject to customary closing conditions, including required shareholder and regulatory approvals and the absence of material adverse changes.
Shareholders controlling a fund could have the ability to vote a majority of the shares of the fund on any matter requiring the approval of shareholders Shareholders controlling a fund could have the ability to vote a majority of the shares of the fund on any matter requiring the approval of shareholders shareholders of the fund.
The acquisition still requires approval from Mantra shareholders as well as approvals from the Federal Court and the Foreign Investment Review Board.
The transaction, the terms of which were announced on April 17, 2018 following approval by the National Company Law Tribunal in India, requires the approval of the shareholders of Vedanta Resources, Vedanta Limited's parent company, as a Class 1 transaction under the U.K. Listing Rules.
A company's proposal to seek shareholder approval at the annual meeting to change its corporate name does not, by itself, require that company t
A company's proposal to seek shareholder approval at the annual meeting to change its corporate name does not, by itself, require that company to file a preliminary proxy statement, according to the staff of the Division of Corporation Finance.
Shareholders do not participate in the management and control of the business of the corporation, except to the extent a unanimous shareholder agreement requires the approval of the shareholders for certain materShareholders do not participate in the management and control of the business of the corporation, except to the extent a unanimous shareholder agreement requires the approval of the shareholders for certain matershareholders for certain material matters.
The transaction is subject to the approval of the shareholders of Cavium and Marvell, as well other customary closing conditions and receipt of required regulatory approvals.
This acquisition requires shareholder and regulatory approval, which might take several months.
Second, we are just beginning what will be a lengthy process, as the proposed transaction will require both customary regulatory and shareholder approvals.
The deal requires the approval of at least 66 votes from shareholders of Canadian REIT; the vote is expected in April.
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