Prior Written Approval definition

Prior Written Approval means the prior express written consent of the Company to any Person becoming an Acquiring Person, executed on behalf of the Company by a duly authorized officer of the Company following express approval by action of the Board of Directors, provided that all conditions precedent and subsequent established by the Board of Directors (and not waived by the Board of Directors prior to violation of any such condition) in connection with such approval shall be satisfied.
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Prior Written Approval. (as defined in the Rights Agreement) of the acquisition of beneficial ownership of Shares by Parent and its subsidiaries, including Acquisition, pursuant to this Agreement, the Stock Option Agreement, the Support Agreement, the Offer, the Merger and the other transactions contemplated hereby and thereby. Accordingly, (x) none of Parent, Acquisition or any other subsidiary of Parent is an Acquiring Person (as defined in the Rights Agreement) by virtue of the execution of this Agreement, the Stock Option Agreement, the Support Agreement or the consummation of the Offer, the Merger or the other transactions contemplated hereby or thereby and (y) a Distribution Date or a Stock Acquisition Date (as such terms are defined in the Rights Agreement) does not occur by reason of the execution of this Agreement, the Stock Option Agreement, the Support Agreement or the consummation of the Offer, the Merger or the other transactions contemplated hereby or thereby. A correct and complete copy of the Rights Agreement, as amended to date, has been made available to Parent.
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Prior Written Approval means the prior express written consent of the Company to any Person becoming an Acquiring Person, executed on behalf of the Company by a duly authorized officer of the Company following express approval by action of the Board of Directors, provided that all conditions precedent and subsequent established by the Board of Directors (and not waived by the Board of Directors prior to violation of any such condition) in connection with such approval shall be satisfied, provided, however, that for a period of one-hundred eighty (180) days from and after the date hereof, and for a period of one-hundred eighty (180) days from and after the time at which any Person becomes an Acquiring Person, the Board of Directors shall not be empowered to approve the grant of Prior Written Approval to any Person, unless at the time of such approval a majority of the members of the Board of Directors are Continuing Directors and the action is approved by a majority of such Continuing Directors.
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Examples of Prior Written Approval in a sentence

  • Prior Written Approval The Uniform Guidance lists the following cost items that are allowable only with prior written approval.

  • Prior Written Approval Procedures Subrecipients must complete and submit the City’s Prior Written Approval Request Form (Attachment 2) to their assigned program monitor along with all necessary supporting documentation, to their assigned Program Monitor no less than 30 days before the requested action is to occur.

  • Those costs requiring advance approval from federal agencies in order to be allowable in accordance with 2 CFR Part 200.407, Prior Written Approval, such as participant support costs, equipment purchases, etc.

  • Work Hours: Monday – Friday 8:00 am to 4:30 pmSaturday/Sunday & Holidays – Work upon Prior Written Approval by Management.

  • In such cases, independent contractors may be used if the contract meets one or more of the standards in rule 7-3.D. Disbursements to Independent Contractors.Disbursements to an independent contractor for personal services may be made only subsequent to the Civil Service staff determination that the appointing authority’s request meets one or more of the four standards in rule 7-3.E. Prior Written Approval by Civil Service Staff.

  • Xxx Xxxxxxxxx, XX 00000-00000 Subcontracting‌ Prior Written Approval for TO Work.‌ For each TO that includes a subcontract of $5,000 or more to any one Subcontractor or subcontracts totaling $7,500 or more combined to Subcontractors for a particular TO, the Contractor must obtain the prior written approval of the Manager or designee to use that Subcontractor(s) for that Work.

  • PRIOR WRITTEN APPROVAL‌ Prior Written Approval is a written approval by an “authorized official” evidencing prior consent.

  • IT IS FURTHER ORDERED that Audiovox shall make its voluntary contribution to the United States Treasury, as specified in the Consent Decree, by credit card through the Commission's Revenue and Receivables Operations Group at (202) 418-1995, or by mailing a check or similar instrument payable to the Order of the Federal Communications Commission, to Federal Communications Commission, P.O. Box 979088, St. Louis, MO 63197-9000.

  • The disbursements for personal services have been approved under the request procedures in rule 7-6 or preauthorized under rule 7-7.7-6 Prior Written Approval by Civil Service Staff7-6.1 ProcedureAn appointing authority may submit to civil service staff a request for approval to make disbursements for personal services outside the classified service.

  • Prior Written Approval of the Secretary or his/her designee is required for all covered organ transplant operations.


More Definitions of Prior Written Approval

Prior Written Approval. , for Parts 2, 3 and 7, means written approval provided by the QBCC to the Insured specifying work approved to be performed, but does not include:
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Prior Written Approval. ' means approval during the budget and contracting process or, if not included in an approved budget, then by separate written request and subsequent written approval.
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Related to Prior Written Approval

  • Prior Approval means written ap- proval by an authorized official evi- dencing prior consent.

  • HSR Approval means expiration of all applicable waiting periods under the HSR Act (including any voluntary agreed extensions) or earlier termination thereof.

  • Approval means the written consent of the Authority.

  • Approval or Approved means approval in writing including subsequent written confirmation of previous verbal approval.

  • Approved/Approval means the approval in writing.

  • CPUC Approval means a final and non-appealable order of the CPUC, without conditions or modifications unacceptable to the Parties, or either of them, which contains the following terms:

  • IRB approval means the determination of the IRB that the research has been reviewed and may be conducted at an institution within the constraints set forth by the IRB and by other institutional and federal requirements.

  • Initial approval means authorization to admit students and enter into contractual agreements for clinical facilities. It is granted only after an application has been submitted, reviewed and a survey visit made by the Board. No students shall be admitted to the program until the institution has received written notification that initial approval has been granted. Failure to comply will delay initial approval.

  • Conditional approval means a time-limited status that results when an approved nursing education program has failed to maintain requirements as set forth in this chapter.

  • Concurrent review means utilization review conducted during

  • Approval Notice means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached hereto as Exhibit A, evidencing the approval by the Administrative Agent, in its sole discretion, of the conveyance of such Eligible Loan Asset by the Transferor to the Borrower pursuant to the terms of the Purchase and Sale Agreement and the Loan Assignment by which the Transferor effects such conveyance.

  • Final Approval means the Court’s order granting final approval of the Settlement.

  • Required Approval has the meaning specified in Section 2.2(b).

  • Informed consent means a documented written agreement to allow a proposed action, treatment, or service after full disclosure provided in a manner the individual or his or her guardian understands, of the relevant facts necessary to make the decision. Relevant facts include the risks and benefits of the action, treatment, or service; the risks and benefits of the alternatives to the action, treatment, or service; and the right to refuse the action, treatment, or service. The individual or his or her guardian, as applicable, may revoke informed consent at any time.

  • Pre-approval means written notification via a pre-approval letter to Customer that Ameren Illinois has reviewed Customer's Application and determined that the project meets the program eligibility requirements for a maximum pre-approved incentive amount if the project is completed by the estimated completion date and all final application paperwork is submitted and approved.

  • Application Approval Date means the date that the Application is approved by the Board of Trustees of the District and as further identified in Section 2.3.B of this Agreement.

  • Board Approval has the meaning set out in Section 2.2(a)(ii);

  • FCC Approval means the FCC’s grant of the FCC Applications; provided that the possibility that an appeal, request for stay, or petition for rehearing or review by a court or administrative agency may be filed with respect to such grant, or that the FCC may reconsider or review such grant on its own authority, shall not prevent such grant from constituting FCC Approval for purposes of the Plan.

  • MAA Approval means approval of an MAA by the applicable Regulatory Authority for marketing and sale of a Product in the Collaborator Territory, but excluding any Pricing and Reimbursement Approval.

  • Final Approval Date means the date on which the Court enters its Order and Judgment approving the Settlement.

  • Final permit means the version of a permit issued by the Department that has completed all review procedures required by Chapter 14, and for a Class I permit, Chapter 13.

  • Disclosure Statement Approval Order means the Final Order approving, among other things, the adequacy of the Disclosure Statement pursuant to section 1125 of the Bankruptcy Code.

  • Works Approval means this Works Approval numbered W5913/2015/1 and issued under the Act; and

  • Requisite Approval means the affirmative vote of the holders of (a) at least a majority of the outstanding shares of Company Capital Stock, voting together as a single class and (b) at least a majority of the outstanding shares of Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, voting together as a single class on an as-converted basis.

  • Development Consent means the consent granted to the Development Application for the Development and includes all modifications made under section 4.55 of the Act.

  • CFIUS Approval means that any of the following shall have occurred: (a) the review period under the DPA commencing on the date that a CFIUS Notice is accepted by CFIUS shall have expired and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS to the effect that such review has been concluded and that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, (b) an investigation under the DPA shall have been commenced after such review period and CFIUS shall have determined to conclude all action under the DPA without sending a report to the President of the United States, and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, or (c) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and either (i) the President shall have announced a decision not to take any action to suspend or prohibit the Contemplated Transactions or, (ii) the period under the DPA during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Contemplated Transactions shall have expired without any such action being threatened, announced or taken.