Right of Approval. Unless otherwise specified, Grantee approval, where required herein, shall not be unreasonably withheld, taking into consideration the primary purposes and terms of this Conservation Easement. Grantee approval shall be prior written approval, unless otherwise specified, and may be granted with conditions.
Right of Approval. 31.4.1. Notwithstanding the foregoing provisions of this Article 31, any transfer of shares to a Transferee which is not a Permitted Transferee of the Transferor shall also be subject to the approval of the identity of the Transferee by the Other Founding Shareholder, which approval may not be unreasonably withheld and without providing a written detailed explanation (“Right of Approval”) provided that: (a) in the event that the Transferee is a competitor of the Other Founding Shareholder, then the Other Founding Shareholder may refuse to grant such approval, in its sole discretion, by giving written notice of such competitive relationship and without further explanation; and (b) no such approval shall be required in the event that the Other Founding Shareholder shall exercise its Right to Tag Along.
Right of Approval. Provider agrees to submit to i3 a sample of the proposed use of i3's Marks on or with the Wireless Content Services, boxes, containers and/or packaging, and i3 shall have approved such proposed use in writing prior to any sale of the Wireless Content Services using such of i3's Marks in the proposed manner or any other public use of i3's Marks in the proposed manner by Provider. Approval will not be unreasonably withheld, and if i3 does not provide a written response within ten (10) days of the receipt of such a request, approval shall be considered granted.
Right of Approval. Should the Engager intend to use recorded material as outlined in this Article, each Artist who appears in an excerpt featuring three (3) Artists or less shall have the right to approve such recorded material prior to use. Each Artist shall have forty-eight (48) hours to approve such materials from the time they are provided to the Artist. Should the Artist not respond within this period the material shall be deemed approved. Notwithstanding the above, should the Engager significantly alter the recorded material from its original form, which results in the appearance of the Artist being altered, then the Engager shall seek a subsequent approval for the use of the recorded material. This provision does not apply when material is simply edited or condensed.
Right of Approval. The Licensed Products, Packaging, Advertising and Promotion, Website, and all elements and portions thereof, will be submitted as specified below to Licensor for Licensor’s Approval. “Approval(s)” or “Approved”, as used herein, will mean Licensor’s prior written consent, which may be given or withheld in Licensor’s sole discretion. Licensor’s silence or failure to respond to a request for approval will in no event be deemed Approval. In no event will Licensee use, reproduce, distribute, sell, disseminate or otherwise exploit, in any manner or for any purpose, the Licensed Products, Packaging, Advertising and Promotion, Website, or any element or portion thereof, without Approval. Any material modification or variation of the Approved Licensed Products, the Approved Packaging, Approved Advertising and Promotion, Approved Website, or any element or portion thereof, will be resubmitted to Licensor for Licensor’s Approval. Approval of an element for a particular Licensed Product does not imply Approval of such element for use in connection with a different Licensed Product. Any Approval will not waive, diminish or negate Licensee’s indemnification obligations to Licensor herein.
Right of Approval. The Licensed Article(s), all Advertising and Promotion and the Licensee Materials shall be submitted as specified herein to Universal for Approval. In no event shall Licensee use, reproduce, distribute, sell, disseminate or otherwise exploit, in any manner or for any purpose, the Licensed Article(s), Advertising and Promotion and/or Licensee Materials, or any element or portion thereof, without Approval. Any modification or variation in the Licensed Article(s), Advertising and Promotion and/or the Licensee Materials, or any element or portion thereof, shall be resubmitted to Universal for Approval. Approval of an element for a particular Licensed Article does not imply Approval of such element for use in connection with a different Licensed Article. Neither Approval nor the appearance of copyright and/or trademark notices displayed on or affixed to any Licensed Article(s) or Advertising and Promotion shall mean or in any way imply, or be interpreted or deemed to mean or in any way imply, that the Universal Entities: (i) endorse or warrant the merchantability and/or fitness for use and/or safety of any Licensed Article(s) or Advertising and Promotion; or (ii) approve of, consent to, endorse or agree with any representation of Licensee embodied in, affixed to or displayed upon any Licensed Article(s) or Advertising and Promotion. Any Approval shall not waive, diminish or negate Licensee's indemnification obligations to Universal herein.
Right of Approval. Until the sixth anniversary of the Closing Date (or, if later, the day after the last day on which Holding may purchase the Call Option Shares pursuant to the Call Option), no Shareholder shall Transfer any outstanding Securities without the consent of Carlyle and Holding (which consent may be withheld by Carlyle or Holding in its sole and absolute discretion), other than in an Affiliate Transfer (as defined below) made in strict compliance with Section 3.4 or pursuant to Article 5 or the Call Option. No Party may Transfer any outstanding Securities (i) if such Transfer would cause a default under, or trigger a change of control repurchase obligation with respect to, the Senior Debt or the Senior Subordinated Notes without obtaining the consent of Carlyle and Holding unless adequate provision is made by the Company for the refinancing or repayment of such indebtedness on terms not significantly more disadvantageous to the Company than those of the refinanced indebtedness after giving effect to any prepayment, make whole or similar premium or penalty or (ii) if such Transfer would require the Preferred Stock to be redeemed pursuant to the Preferred Stock Certificate of Designations, unless the holders of 100% of the Preferred Stock have consented to such Transfer or the Preferred Stock will be redeemed (or purchased) at the Mandatory Redemption Price (as defined in the Preferred Stock Certificate of Designations) concurrently with such Transfer.
Right of Approval. Any decision that is made by the Partnership pursuant to the provisions of this Agreement shall require the prior approval of a majority of the Board of Directors of the General Partner of the Partnership.
Right of Approval. Acceptance of any order stemming from this quotation is contingent on disclosure by the Buyer of all parties to the transaction, including the Buyer, intermediaries and end users who will bear interest, title or operational authority over the equipment at every stage. Such additional parties shall be subject to due diligence and approval by COMET, at its sole discretion.
Right of Approval. METRO, INC. and ZOE shall have all rights of approval, which shall not be withheld unreasonably, on the use and content of any Promotional Segment or ZOE' name, autograph, or likeness or other results of ZOE services. Such approval shall be deemed to have been given if METRO, INC. or its representatives designated herein as Xxxx Xxxxxxx and Zoe Metro, do not disapprove in writing within seven (7) days of receiving a written request therefor. For purposes of this Section 2(g) a request by SEL-LEB for approval from METRO, INC. and ZOE shall be effective as of the date same is sent by either facsimile or e-mail. Notwithstanding the foregoing, the withholding of approval by METRO and/or ZOE hereunder shall not be deemed to be unreasonable in the event such is withheld based upon aesthetic standards used by METRO in its core business.
