Parent Approval definition
Examples of Parent Approval in a sentence
Parent further agrees that, subject to obtaining the consent of the Company as required by this Section 6.5(e), it will agree to, or accept, any additional or different agreements, commitments or conditions that do not, individually or in the aggregate, constitute a Burdensome Condition to obtain any governmental approvals necessary to promptly consummate the Merger, including any Parent Approval or the FERC Approval, the State Approvals and the FCC Approval.
The Board of Directors of Parent shall recommend approval and adoption of the Parent Approval Matters by Parent's stockholders.
The Parent Approval is the only vote of the holders of any class or series of Merger Sub’s capital stock necessary to adopt this Agreement and authorize and approve the Transactions.
As of the date hereof, Parent has no reason to believe that any Parent Approval will not be granted or received in a timely manner.
Subject to Section 5.7 hereof, the Proxy Statement shall include the recommendation of the Company Board that adoption of this Agreement by the Company’s stockholders is advisable and that the Company Board has determined that the Merger is fair to and in the best interests of the Company’s stockholders (the “Company Recommendation”) and, if the Parent Approval Requirement applies, the recommendation of the Parent Board in favor of the Merger and the Issuance.
As of the date hereof, Parent has no reason to believe that any Parent Approval will not be granted or received in a timely manner or will be subject to any material conditions or qualifications.
As of the date hereof, and assuming the accuracy of the information Made Available to Parent prior to the date of this Agreement by the Company, Parent has no reason to believe that there exists a material likelihood that any Parent Approval will not be granted or received prior to the End Date.
Electronic payments must be approved within 5 days from the start of the Parent Approval Window, or a late fee will be assessed in accordance with the breakdown on page 2.
In the event, Parent does not provide the Parent Approval for any reason whatsoever to the Seller by September 1, 2004, this Agreement shall immediately terminate in its entirety and be of no further force and effect, without any party being liable for any fees, costs or expenses incurred in connection with the transactions contemplated by this Agreement and the negotiations leading up to the execution of this Agreement.
This Agreement, the Voting Agreement (and the execution, delivery and performance thereof by Parent and Merger Sub) and the Transactions have been duly authorized by all necessary corporate action of each of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement, the Voting Agreement or to consummate the Transactions, subject to obtaining the Parent Approval.