Purchaser Approvals. The Company and each Purchaser acknowledge and agree that the Company shall not be authorized, without any Required Purchaser Approval (in addition to any approvals required hereunder, pursuant to the Certificate or applicable law), to take, cause, permit or authorize any of the following actions (each a "Significant Transaction"), and any attempt to take or authorize any such Significant Transaction without such Required Purchaser Approval shall be deemed void ab initio:
Purchaser Approvals. (2) The arrangement of Schedules to correspond to Sections in this Agreement is for convenience only, and information disclosed in any Schedule is to be considered disclosed in all other Schedules, without further action or reference made to such information by the Vendor.
Purchaser Approvals. Other than changes to the Work pursuant to Section 6.2, Seller acknowledges and agrees that any review, approval, comment or evaluation by Purchaser of any plans, drawings, specifications or other documents prepared by or on behalf of Seller or any inspection of the Work, Project, or Project Real Property by Purchaser, its agents, or representatives shall be solely for Purchaser’s determining for Purchaser’s own satisfaction of the suitability of the Project for use as battery energy storage facility, and may not be relied upon by Seller, Subcontractors, or any other third party as a substantive review or acceptance thereof. Other than changes to the Work pursuant to Section 6.2, Purchaser, in reviewing, approving, commenting on or evaluating any plans, drawings, specifications or other documents, shall have no responsibility or liability for the accuracy or completeness of such documents, for any defects, deficiencies or inadequacies therein or for any failure of such documents to comply with the Requirements; the responsibility for all of the foregoing matters being the sole obligation of Seller. Other than changes to the Work pursuant to Section 6.2, in no event shall any review, approval, comment or evaluation by Purchaser relieve Seller of any liability or responsibility under this Agreement, it being understood that Purchaser is at all times ultimately relying upon Seller’s skill, knowledge and professional training and experience in preparing any plans, drawings, specifications or other documents. 29
Purchaser Approvals. All authorizations and approvals, if any, of any Person that are required to be obtained by the Purchaser in connection with the purchase of the Purchased Securities pursuant to this Agreement shall be obtained and effective as of the Closing.
Purchaser Approvals. Purchaser shall have affirmatively approved in writing those matters set forth in Sections 5.0 and 6.0, and shall have issued a Suitability Notice.
Purchaser Approvals. Medix shall have obtained all necessary filings, approvals, consents and waivers to effect the transactions contemplated by the Merger Documents, including but not limited to, any approvals, consents or filing under the Securities Act, the Exchange Act, the rules and regulations under AMEX and the approval of the stockholders of Medix relating to the execution, delivery and performance of this Agreement and the Merger.
Purchaser Approvals. The Company shall not do or propose or agree to, directly or indirectly, do any of the following without the prior written consent (including by e-mail) of Purchaser, which shall be deemed given upon the approval of at least one director of the Company who is a Purchaser Nominee:
Purchaser Approvals. WTI, with Seller's cooperation, shall use Commercially Reasonable Efforts to obtain (i) written approvals of Governmental Authorities for Seller to transfer (or if appropriate, the reissuing authority to reissue) the Transferable Permits to WTI as of Closing, (ii) the approvals of the XXX, Washington County and Xxxxxx County to the Restructuring and the transactions contemplated thereby and the execution and performance of the Facility Transfer Agreement, including but not limited to all XXX-ARRA Deliverables and (iii) permits listed on the Purchaser Approvals Schedule (collectively, "Purchaser Approvals"). Seller agrees to cooperate with WTI in securing the Purchaser Approvals and shall bear any expenses it incurs in connection with such cooperation. WTI shall bear all other costs in connection with securing such Purchaser Approvals.
Purchaser Approvals. (a) Subject to the approval of the UK Financial Services Authority (acting in its capacity as the competent authority for the purposes of Part VI of the (UK) Financial Services and Markets Act (2000) and the Irish Stock Exchange (which approvals Purchaser Guarantor agrees to use reasonable best efforts to obtain) and to the timely provision of all necessary information by Seller in accordance with Section 5.13(d)(i), Purchaser Guarantor shall post its shareholder circular (convening an extraordinary general meeting of shareholders to approve the Purchaser Shareholder Approval as soon as reasonably practicable following posting of the circular) as soon as reasonably practicable following the date hereof and in any event not later than 30 Business Days following the date hereof. The Purchaser Guarantor’s directors shall cause the resolutions for the Purchaser Shareholder Approval to be put to a vote of shareholders of the Purchaser Guarantor (whether or not there has been any change in the recommendation by Purchaser Guarantor’s Board) and, if such resolutions are not passed on a show of hands, Purchaser’s Guarantor shall procure that a poll shall be demanded by the Chairman of Purchaser Guarantor. Insofar as is consistent with the fiduciary duties of the Purchaser Guarantor’s directors, the Purchaser Guarantor’s directors shall recommend to shareholders that they vote in favor of such resolutions.
Purchaser Approvals. Prior to the Closing, the Purchaser shall take all corporate actions necessary to approve this Agreement, the Merger, and Reverse Stock Split transaction, including, without limitation, the following: (i) with respect to approval of this Agreement and the Merger, obtain the Purchaser Stockholder Approval, and (ii) with respect to the Reverse Stock Split, (A) obtain the unanimous written consent of the Purchaser Board, and (B) obtain the affirmative vote of a majority of the outstanding shares of the Purchaser Common Stock approving the Reverse Stock Split and related amendments to the Purchaser Certificate of Incorporation (“Reverse Stock Split Consent”). Prior to the consummation of the Reverse Stock Split, the Purchaser will provide all required notifications relating to the record date and effective date for the Reverse Stock Split with FINRA and in a Form 8-K to be filed with the SEC.
