Approval of Transactions. By execution of this Agreement, each of the parties hereto approves and consents, in each case on its own behalf and on behalf of its Affiliates, to the Transactions (including in respect of any transaction to be taken after the Closing in respect of USAi Shares under Section 8.07 of the Partnership Agreement) and the actions necessary to be taken by USAi, USANi and their respective Affiliates in connection therewith, for all purposes under the Investment Agreement, the Governance Agreement, the Stockholders Agreement and the USANi LLC Agreement and all other agreements to which it or its Affiliates is a party that provides the right to consent to USAi's entering into the Transactions. Each of Diller, Universal and Liberty hereby waives any right of first refxxxx xr tag along right and any restriction on Transfer (as defined in the Stockholders Agreement) relating to the Transactions; provided that (x) Liberty will be entitled to exercise its preemptive rights in accordance with the Governance Agreement with respect to the Warrants to be issued to Universal pursuant to this Agreement and (y) nothing herein shall be deemed to constitute a waiver or consent of Diller or Liberty of his or its rights under the Stockholders Agrexxxxx or the Governance Agreement with respect to transactions relating to Transfers of USAi Shares occurring after the Closing Date (other than delivery by Universal or its Affiliates of USAi Shares in accordance with Section 8.07 of the Partnership Agreement).
Approval of Transactions. The Seller has obtained all necessary corporate authorizations and approvals, and has taken all actions required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
Approval of Transactions. Approve any transaction that is intended to be effected, disregarding any amounts to be applied to the payment of VAT, when it represents 20% (twenty percent) or more of the value of the Trust Estate as of the end of the immediately preceding quarter, including those effected simultaneously or successively in a 12 (twelve) month period commencing on the date of the first transaction and that may be considered a single transaction.
Approval of Transactions. 45 SECTION 8.02. Notices......................................................46 SECTION 8.03. No Third Party Beneficiaries.................................46 SECTION 8.04. Waiver.......................................................46 SECTION 8.05. Assignment...................................................47 SECTION 8.06. Integration..................................................47 SECTION 8.07. Headings.....................................................47 SECTION 8.08. Counterparts.................................................47 SECTION 8.09. Severability.................................................47 SECTION 8.10.
Approval of Transactions. Sellers, as the owner of 100% of the voting stock of the Company, have or by the Closing will have (i) approved the transactions and agreements herein to which each of the Company is a party, authorized the officers and directors of the Company to take such actions as any of them may deem appropriate in order to accomplish the transactions contemplated hereby.
Approval of Transactions. 41 SECTION 12.02. Notices.....................................................41 SECTION 12.03. No Third Party Beneficiaries................................42 Contents, p. iv Page
Approval of Transactions. The parties hereto acknowledge that in Section 8.01 of the Transaction Agreement they have approved of and consented to the Transactions.
Approval of Transactions. FFI agrees to cause ratification and/or approval of the Transactions to be placed on the agenda and proxy statement for a special meeting of FFI's shareholders ("Special Meeting") or the 2001 Annual Meeting of FFI's shareholders (the "2001 Annual Meeting") to be held in 2001, whichever occurs first. At the Special Meeting or the 2001 Annual Meeting, each Shareholder agrees (pursuant to Florida Statute ss. 607.0731) to vote all of the shares of Common Stock then owned (beneficially or otherwise) by such Shareholder and all such shares as to which such Shareholder is then entitled to exercise voting power in favor of ratification and/or approval of the Transactions.
Approval of Transactions. The Company is not aware of any fact, event or circumstances relating to the Company or its Subsidiary that would cause a regulatory agency to deny or withhold its approval to the transactions contemplated hereby.
Approval of Transactions. The Manager shall be subject to the approval requirements described below in making Investments. Any determination made by or on behalf of the Company to purchase securities in CDOs or CLOs collateralized by assets in the Target Asset Classes shall be subject to the approval of a majority of the Company’s Independent Directors. Prior to making any Investment on behalf of the Company in a CDO or CLO or causing the Company to make such an Investment, the Manager shall provide the Independent Directors with information regarding the asset classes proposed to collateralize the CDO or CLO, the target equity returns for the CDO or CLO, the target leverage for the CDO or CLO and the cash collateral that will be required to be deposited by the Company to support the warehouse facility relating to the CDO or CLO. If a majority of the Independent Directors authorizes the Manager to make the Investment in the CDO or CLO, the Manager may cause the Company to deposit the cash collateral with the warehouse lender and make the approved Investment in the CDO or CLO; provided, however, that if the target equity returns, leverage or nature of the collateral changes in any material respect from the information previously approved by the Independent Directors, the Manager shall seek the further approval of the Independent Directors prior to completing the investment in the CDO or CLO. The Manager shall not make Investments on behalf of the Company in, and shall not cause the Company to make Investments in, assets other than the Target Asset Classes without the prior approval of a majority of the Independent Directors. Any transaction between the Company and Xxxxx Bros. or its affiliates not specifically permitted by the Management Agreement must be approved by a majority of the Company’s Independent Directors. Nothing herein shall prevent Xxxxx Bros. and its affiliates from acting as manager, advisor and subadvisor to a third party or other investment vehicle, including a real estate investment trust, in connection with investments in the Company’s target asset classes or in equity interests in CDOs and CLOs.
