Special Approval Matter definition

Special Approval Matter means a matter for which either or both of the Independent Third Party (or United, if United delivers a United Approval Notice with respect to such matter) and NewCo have approval rights pursuant to Section 3.07(a).
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Special Approval Matter means the matters described in Section 3.05 and Section 3.07. “Special Deadlock Matter” means the following matters: the matters described in Section 3.05(a)(i) (the approval of the Annual Budget and the Business Plan and any amendment thereof or any material deviation from the Annual Budget or Business Plan). 9 “Subsidiary” or “Subsidiaries” means, with respect to any Person, any Affiliate of such Person that is controlled by such Person, and, for so long as the Entrustment Arrangements are in effect, the Subsidiaries of JVCO also shall include the Entrusted Companies. “Supermajority Vote” means with respect to any JV Company the affirmative vote such number of directors of such JV Company as is equal to or greater than one (1) plus the number of FSPV Directors. “Suzhou Qitian” means the limited liability company incorporated and existing under the laws of the PRC with its registered address at Xxxxx Xxxxx Road, Xxxx Xxx Qiao Tu, Xxxx Xx Town, Suzhou, Jiangsu, PRC, the registration number of which is 320584000000288. “Tax Matters Partner” shall have the meaning set forth in Section 4.05(c). “Third Party” means a Person that is not a Related Person of any Shareholder. “Transaction Agreements” shall have the meaning set forth in the Formation Agreement. “Transfer” shall have the meaning set forth in Section 8.01. “Transferring Shareholder” shall have the meaning set forth in Section 8.02. “UNCITRAL” shall have the meaning set forth in Section 10.03(a). “UNCITRAL Rules” shall have the meaning set forth in Section 10.03(a). “Upper Tier Subsidiary” shall have the meaning set forth in Section 3.16(b)(i). “US$” or “USD” means United States dollars. “Unapplied Share Purchase Proceeds” means (i) the Share Subscription Note (as defined in the Formation Agreement) and any other amount payable with respect to the Share Purchase Price (as defined in the Formation Agreement), (ii) any proceeds of the Share Subscription Note, (iii) any current assets consisting of or derived from any portion of the Share Purchase Price or the Share Subscription Note that has not been applied to the purchase of Shanghai Chuangxin and/or its Subsidiaries pursuant to the Chuangxin Share Transfer Agreement (including as such transaction may have been restructured pursuant to Section 2.06(b) of the Formation Agreement) or otherwise applied to the purchase of other businesses pursuant to Section 2.06(b) of the Formation Agreement. “Wholly-Owned Operational Subsidiary” shall have the meaning s...
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Special Approval Matter means a matter for which each of Kingsland and Synergy has approval rights pursuant to Section 3.07(a).
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Examples of Special Approval Matter in a sentence

  • If no Disapproval Notice is delivered, the Special Approval Matter is deemed approved by Kingsland.

  • Each Upper Tier Subsidiary agrees that it shall cause its Subsidiaries that are Wholly-Owned Operational Subsidiaries not to authorize, approve, engage in or undertake any Special Approval Matter unless such action by such Wholly-Owned Operational Subsidiary has been approved by a Supermajority Vote of the Governing Board of such Upper Tier Subsidiary or by Supermajority Vote of the Board of Directors of JVCO or by both Shareholders (in the manner specified in Section 3.07).

  • Following notice that Synergy has elected its buyout option, the parties have 21 days to use their reasonable best efforts to agree on implementation of the Special Approval Matter.

  • Direct, ethical doctrines are to be distinguished from that dimension, or normative morals with their registers of directives for action, maxims and rules, or what Hegel called ‘ethical life’.

  • The first step is for Avianca to provide Kingsland with a request for approval (an “Approval Request”) for a Special Approval Matter at least fifteen days prior to a Board meeting where directors will consider the proposed transaction.

  • Each Wholly-Owned Operational Subsidiary agrees that it shall not engage in or undertake any Special Approval Matter unless such action by such Wholly-Owned Operational Subsidiary has been approved by a Supermajority Vote of the Governing Board of the Applicable Upper Tier Parent, by Supermajority Vote of the Board of Directors of JVCO or by both Shareholders (in the manner specified in Section 3.07).

  • This will be undertaken a month after the session, 6 months after the session and one year after the session.

  • The failure of Avianca and Synergy to submit the United Transaction as a Special Approval Matter materially breaches the implied covenant of good faith and fair dealing.

  • Since then, young people have utilized online hashtag activism to strengthen the movement and highlight how Black people are disproportionately impacted by police violence.

  • In connection with this process, the JAA requires Avianca and Synergy to provide information sufficient for Kingsland to make an appropriately informed evaluation of the proposed Special Approval Matter.


More Definitions of Special Approval Matter

Special Approval Matter means the matters described in Section 3.05 and Section 3.07.
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Related to Special Approval Matter

  • Special Approval means approval by a majority of the members of the Conflicts Committee.

  • 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.

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

  • 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.

  • 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.

  • MAA Approval means approval by the EMEA of a marketing authorization application (“MAA”) filed with the EMEA for the applicable Licensed Product under the centralized European procedure. If the centralized EMEA filing procedure is not used, MAA Approval shall be achieved upon the first Approval for the applicable Licensed Product in any two of the following countries: France, Germany, Italy, Spain or the United Kingdom.

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

  • 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:

  • Final Approval Order means the order and final judgment approving the Settlement Agreement, implementing the terms of this Settlement Agreement, and dismissing the Class Action with prejudice, to be proposed by the Settling Parties for approval by the Court, in substantially the form attached as Exhibit 5 hereto.

  • 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.

  • Final Approval Hearing means the hearing before the Court where the Parties will request the Final Judgment to be entered by the Court approving the Settlement Agreement, the Fee Award, and the incentive award to the Class Representative.

  • 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.

  • transitional matter means a matter that needs to be dealt with for the purpose of effecting the transition from the provisions of the Acts amended by this Act as in force before this Act comes into operation to the provisions of those Acts as in force after this Act comes into operation.

  • Competition Act Approval means, in respect of the Arrangement, the occurrence of one of the following:

  • Requisite Approval means the affirmative vote of the holders of at least a majority of the shares of outstanding Company Common Stock and outstanding Company Preferred Stock voting as a single class.

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

  • Non-Approval Event means, in respect of the Benchmark:

  • Environmental Approval means any consent, authorisation, licence or approval of any governmental or public body or authorities or courts applicable to any Relevant Ship or its operation or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or from such Relevant Ship required under any Environmental Law;

  • Required Consent has the meaning set forth in Section 4.4.

  • Approval Application means a BLA, NDA or similar application or submission for a Product filed with a Regulatory Authority in a country or group of countries to obtain marketing approval for a biological or pharmaceutical product in that country or group of countries.

  • Governmental Approval is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

  • 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.

  • Requisite Regulatory Approvals has the meaning set forth in Section 7.01(b).

  • Regulatory Approval Application means an application to seek regular or expedited Regulatory Approval of the Licensed Product for sale or marketing in any country(ies) or Region(s) in the Territory, as defined in the applicable Laws and filed with the Regulatory Authority of such country(ies) or Region(s).

  • 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.