Preferred Approval definition
Examples of Preferred Approval in a sentence
If there is a Company Preferred Approval Event, then at least three business days prior to the Closing, Parent shall take any and all actions necessary to file a certificate of designations for the Parent New Preferred Stock with the Secretary of State of the State of Delaware.
If there is no Company Preferred Approval Event, the Company will effect the redemption to be effective immediately prior to the Effective Time of each issued and outstanding share of Company Preferred Stock for an amount in cash equal to the applicable Secondary Company Redemption Price (the “Preferred Redemption”) in accordance with the terms and subject to the conditions of this Agreement, including Section 5.19.
Notwithstanding anything to the contrary contained in this Agreement, if Parent fails to make the Preferred Deposit as contemplated by the preceding sentence, the Company may, in its sole discretion, make all or any part of the Preferred Deposit with the Paying Agent and may effect the Preferred Redemption if there is no Company Preferred Approval Event.
The Company shall accept such offer if (and only if) it has obtained: (i) prior to an Initial Public Offering, the Majority Preferred Approval (without any further requirement of approval by the Board of Directors); and (ii) after an Initial Public Offering, the approval of the Board of Directors.
If there is no Company Preferred Approval Event, then no later than the opening of business on the Closing Date, (i) Parent shall make the Preferred Deposit with the Paying Agent and (ii) the Company shall at the time of the Preferred Deposit give the Paying Agent irrevocable instructions and authority to pay on the date set for redemption the Secondary Company Redemption Price to the holders of Company Preferred Stock to be redeemed as set forth in the Company Redemption Notice.
Notwithstanding the foregoing, in the event PXP acquires any AMI Assets and offers such AMI Assets to the Company in accordance with the first sentence of this Section 2.02(c), then to the extent the Company has available funds under the Approved Budget for the purchase of AMI Assets (up to an aggregate of $40 million), the Company shall be required to purchase such assets from PXP (and shall not be required to obtain Majority Preferred Approval for such purchase).
Any matter requiring the consent, vote, approval or other action or decision of or by any Member or Members pursuant to this Agreement (including any matter that requires Preferred Approval) may be taken without a meeting, without prior notice and without a vote, by a consent in writing, setting forth such consent, vote, approval or other action or decision, and signed by the Member or Members required to grant such consent, vote, approval or other action or decision.
After FERC Approval and notwithstanding anything to the contrary in this Agreement, so long as any Series A Preferred Units remain outstanding, the Company and its Subsidiaries shall not incur, create, assume or guarantee any Funded Indebtedness, except with Preferred Approval, unless, (a) following such incurrence, creation, assumption or guarantee, the Total Invested Capital Ratio is less than ___% and (b) such Funded Indebtedness is a Market-Based Financing.
The Ception Holders and Ception Consultants (as such terms are defined in the Fulcrum Plan of Merger Amendment) shall be third party beneficiaries of the provisions of this Section 8.2. ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
Such financing plan may require, among other things, amendments to the Credit Agreement and the Company’s dividend policy set forth in the Certificate of Designation if agreed to by PXP and Majority Preferred Approval.