Transaction Consent definition

Transaction Consent means the irrevocable affirmative vote, written resolutions, and/or written consent, as applicable, in form and substance reasonably acceptable to HCIC, of holders of the Requisite Approval (including the Requisite Shareholders) in favor of the approval and adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement (whether provided separately or such consent being contained in the Plus Holdings Shareholders’ Written Resolutions).
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Transaction Consent has the meaning set forth in Section 6.8(a).
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Transaction Consent means all Consents set forth on or contemplated by, or that are or would be required to be set forth on or contemplated by, Section 3.04(c) of the Disclosure Schedule, determined by disregarding any qualification or limitation based on materiality, including the terms “material” or “Material Adverse Effect” or any similar materiality or similar qualification or limitation, set forth in Section 3.04(c), including for the purpose of determining any of the effects set forth in Section 3.04(c). Notwithstanding anything to the contrary set forth in this Section 5.14(a), the Seller and the Purchaser shall each equally share the cost of all Consent Payment Amounts necessary to obtain any Seller Required Consents; provided that neither the Seller nor the Purchaser shall be required to agree to pay an aggregate amount of Consent Payment Amounts arising from obtaining the Seller Required Consents in excess of $5,000,000 each (for a total of $10,000,000 of such Consent Payment Amounts for the Seller and the Purchaser) and the Purchaser shall not be required to pay such Consent Payment Amount until the Closing. The parties hereto understand and acknowledge that nothing in this Section 5.14(a) shall be deemed to constitute or result in a waiver of the conditions to the Closing set forth in Section 8.01(e) or Section 8.02(d).
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Examples of Transaction Consent in a sentence

  • Pursuant to the Transaction Consent Deed, the State has consented to the Asset Disposal Agreement and the transactions contemplated by it.

  • I found that doing the praxis rubrics was:Very difficult difficult Easy Very EasyInternship Evaluation Form(Site supervisor completes this form and provides to intern upon completion of internship) This form provides the placement supervisor an opportunity to assess the intern’s performance.

  • Violation of FFDA Local policy will prompt an investigation by the Title IX Coordinator.

  • Seller has received all necessary approvals from its board of directors and the Members to execute and deliver, and has taken all company action necessary to execute and deliver, this Agreement and each of the Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including obtaining the Seller Requisite Consent and the Affiliate Transaction Consent.

  • Access under the CFF was originally fixed at a maximum of 25 per cent of quota.

  • A copy of each executed Transaction Consent shall be attached to the Consent Certificate and no such Transaction Consent shall have been revoked.

  • Any Notice of Transaction Consent or Notice of Firm Take-Out Commitment delivered by the Agent shall not constitute a waiver, release or other modification of any obligation of any MFN Entity under the DBAB Side Letter.

  • In the event that a majority of the Shareholders sign the Questfire Transaction Consent, a meeting of Questfire Shareholders to approve the Transaction will not be required.

  • To the best of Purchaser's knowledge, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any governmental authority is required to be obtained or made by or with respect to Purchaser in connection with the execution and delivery of this Agreement or the Purchaser Ancillary Documents or the consummation of the transactions contemplated hereby or thereby to be consummated by Purchaser at the Closing (a Purchaser Transaction Consent).

  • At the Closing, SGI shall deliver to Buyer a certificate (the "Consent Certificate") dated the Closing Date and signed by an executive officer of SGI, as to the out-of-pocket costs and expenses, if any, paid by Seller Group with respect to each obtained Transaction Consent.


More Definitions of Transaction Consent

Transaction Consent shall not include the transfer of any asset, property or right under the Pixar SGI License and (B) to the extent the term "Transaction Consent" includes any Consent or other action or agreement to provide any maintenance or other similar on-going support following the Closing, Seller Group shall not be responsible for such maintenance or other on-going support following the Closing or for any upfront payment due after the Closing with respect to such maintenance or on-going support.
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Transaction Consent means consent:
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Related to Transaction Consent

  • Transaction Confirmation means a document, similar to the form of Exhibit A, setting forth the terms of a transaction formed pursuant to Section 1 for a particular Delivery Period.

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

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Merger Agreement has the meaning set forth in the Recitals.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Lender Consent means any lender consent delivered by a Lender on the Closing Date in the form of Exhibit 4.1(a).

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Related Transactions Documents means the Loan Documents and all other agreements or instruments executed in connection with the Related Transactions.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • 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:

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Required Consenting Noteholders means, as of the relevant date, the Consenting Noteholders then holding greater than fifty and one-tenth percent (50.1%) of the aggregate outstanding principal amount of Senior Notes Claims that are held by all Consenting Noteholders subject to the Restructuring Supporting Agreement as of such date.