Acquisition Approval Sample Clauses

Acquisition Approval. The consent of at least six (6) of the -------------------- nine (9) members of the Company's Board of Directors shall be required to approve any acquisition with a transaction value greater than Fifty Million Dollars ($50,000,000) or any series of acquisitions with a cumulative value greater than One Hundred Million Dollars ($100,000,000) in a twelve (12) month period. The consent of a majority of the members of the Company's Board of Directors shall be required for all other acquisitions. At the first meeting of the Company's Board of Directors following the Closing (as defined in each of the Preferred Stock Purchase Agreements), the Board of Directors shall delegate approval authority for acquisitions with a transaction value below a certain value to a subcommittee of the Board of Directors. The covenant contained in this Section 2.6 shall terminate upon the closing of the Company's first public offering of its Common Stock pursuant to an effective registration statement filed under the Securities Act.
Sample 1
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Acquisition Approval. The consent of at least six (6) of the nine (9) members of the Company's Board of Directors shall be required to approve any acquisition with a transaction value greater than Fifty Million Dollars ($50,000,000) or any series of acquisitions with a cumulative value greater than One Hundred Million Dollars ($100,000,000) in a twelve (12) month period. The consent of a majority of the members of the Company's Board of Directors shall be required for all other acquisitions.
Sample 1
Acquisition Approval. (a) The Banks hereby give their approval, pursuant to Section 6.02(f)(ii) of the Credit Agreement, to the terms and conditions of the acquisition (the "Acquisition") by the Borrower of certain assets of Straxx Xxxnic & Hospital, Incorporated (the "Clinic") on the terms and conditions and as otherwise described in the Borrower's Prospectus and Proxy Statement, dated November 12, 1996 (the "Prospectus"); provided that, notwithstanding Section 4 of this First Amendment, such approval shall be subject to satisfaction of all of the conditions precedent set forth in Sections 6.02(f)(ii) and 6.02(g) of the Credit Agreement. In giving such approval, the Banks hereby waive, in the case of the Acquisition, for one time only, the requirement of Section 6.02(f)(ii) of the Credit Agreement that the Acquisition be made by a Subsidiary of the Borrower. In such connection, the Borrower hereby acknowledges and agrees that the Banks have no obligation to provide any waivers or further consents in respect of the Straxx Xxxns (as defined in Section 6.02(f)(vi) of the Credit Agreement, as amended hereby) or to refrain from exercising any of their rights under the Loan Documents in respect of any events or conditions resulting from the Borrower or any of its Subsidiaries not providing any Straxx Xxxns in addition to those permitted by Section 6.02(f)(vi) of the Credit Agreement, as amended hereby.
Sample 1

Related to Acquisition Approval

  • Authorization, Approval, etc No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required either

  • HSR Approval The applicable waiting period under the HSR Act shall have expired or been terminated.

  • FCC Approval Notwithstanding anything to the contrary contained in this Agreement or in the other Loan Documents, neither the Administrative Agent nor any Lender will take any action pursuant to this Agreement or any of the other Loan Documents, which would constitute or result in a change in control of the Borrower or any of its Subsidiaries requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. After the occurrence of an Event of Default, the Borrower shall take or cause to be taken any action which the Administrative Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Administrative Agent to exercise and enjoy the full rights and benefits granted to the Administrative Agent, for the benefit of the Lenders by this Agreement or any of the other Loan Documents, including, at the Borrower’s cost and expense, the use of the Borrower’s best efforts to assist in obtaining such approval for any action or transaction contemplated by this Agreement or any of the other Loan Documents for which such approval is required by Law.

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

  • Member Approval No annual or regular meetings of the Members are required to be held. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act. In any instance in which the approval of the Members is required under this Agreement, such approval may be obtained in any manner permitted by the Act. Unless otherwise provided in this Agreement, approval of the Members shall mean the approval of Members who hold a majority of the Membership Interests.

  • Board Approval; Vote Required The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

  • Stockholders Approval (i) This Agreement shall have been approved by the requisite affirmative vote of the holders of shares of Company Common Stock present and voting at the Company Stockholders’ Meeting in accordance with applicable Law (the “Company Stockholders’ Approval”) and (ii) the issuance of Parent Common Stock in connection with the Merger shall have been approved by the requisite affirmative vote of the holders of Parent Common Stock entitled to vote thereon (“Parent Stockholders’ Approval”).

  • Requisite Approvals Upon execution of this Agreement, it will have taken all necessary actions pursuant to its articles of incorporation, by-laws and other governing documents to fully authorize (i) the execution and delivery of this Agreement and any transaction documents related to this Agreement; and (ii) the consummation of the transaction contemplated by this Agreement.

  • Antitrust Approval The Company and the Purchaser acknowledge that one or more filings under the HSR Act or foreign antitrust laws may be necessary in connection with the issuance of shares of Company Common Stock upon conversion of the Notes. The Purchaser will promptly notify the Company if any such filing is required on the part of the Purchaser. To the extent reasonably requested, the Company, the Purchaser and any other applicable Affiliate of the Purchaser will use reasonable efforts to cooperate in timely making or causing to be made all applications and filings under the HSR Act or any foreign antitrust requirements in connection with the issuance of shares of Company Common Stock upon conversion of Notes held by the Purchaser or any Affiliate of the Purchaser in a timely manner and as required by the law of the applicable jurisdiction; provided that, notwithstanding anything in this Agreement to the contrary, the Company shall not have any responsibility or liability for failure of Purchaser or any of its Affiliates to comply with any applicable law. For as long as there are Notes outstanding and owned by Purchaser or its Affiliates, the Company shall as promptly as reasonably practicable provide (no more than four (4) times per calendar year) such information regarding the Company and its Subsidiaries as the Purchaser may reasonably request in order to determine what foreign antitrust requirements may exist with respect to any potential conversion of the Notes. The Purchaser shall be responsible for the payment of the filing fees associated with any such applications or filings.

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