Prior Board Approval definition

Prior Board Approval means, as to any matter requiring Prior Board Approval hereunder, the unanimous prior approval of a quorum of the Directors.
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Prior Board Approval means, as to any matter requiring Prior Board Approval hereunder, the prior approval of a quorum of the Board of Managers as described in Section 6.4.
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Prior Board Approval as to any matter requiring prior Board Approval hereunder, the prior approval of the Board in the manner provided in Section 6.4.
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Examples of Prior Board Approval in a sentence

  • This Amendment shall become effective upon (i) the delivery to each of the Members of a written notice of the Board evidencing Prior Board Approval with respect to this Amendment and (ii) the execution of this Amendment by each of the Members.

  • Any right or remedy of the Members hereunder may be waived by Prior Board Approval, and any such waiver shall be binding on all Members, other than situations where such rights or remedies are non-waivable under applicable law.

  • Based on legal, tax, regulatory and other structuring considerations, in connection with particular Investments, the Company may, with Prior Board Approval, create one or more parallel partnerships, corporations or other entities (each, an “Alternative Investment Vehicle”) for purposes of making, holding and disposing of one or more Investments.

  • Notwithstanding any other provision of this Agreement, any contract, instrument or act on behalf of the Company by a Member, a Manager, an officer or any other Person delegated by Board Approval or Prior Board Approval, as applicable, shall be conclusive evidence in favor of any third party dealing with the Company that such Person has the authority, power and right to execute and deliver such contract or instrument and to take such act on behalf of the Company.

  • Matters requiring Prior Board Approval or Board Approval are set forth in further detail in Schedule A hereto, which is incorporated by reference herein.

  • Based on legal, tax, regulatory, and other structuring considerations, in connection with particular Investments, the Company may, with Prior Board Approval, create one or more partnerships, corporations, or other entities (each, an “Alternative Investment Vehicle”), through which Members invest directly, through which the Company invests, or which invests on a side-by-side basis with the Company, for purposes of making, holding, and disposing of one or more Investments.

  • Following Prior Board Approval of an Investment or a Capital Contribution, the Administrative Agent shall issue a notice to each Member setting forth the terms of the associated Capital Contribution, including the payment date (provided that notice shall be provided no less than three (3) business days prior to the payment date).

  • Notwithstanding any other provision of this Agreement, any contract, instrument or act on behalf of the Company by a Member, a Director, an officer or any other Person delegated by Board Approval, Prior Board Approval or Prior Investment Committee Approval, as applicable, shall be conclusive evidence in favor of any third party dealing with the Company that such Person has the authority, power and right to execute and deliver such contract or instrument and to take such act on behalf of the Company.

  • Notwithstanding the foregoing, without Prior Board Approval, (i) any Member may Transfer its Entire Interest to an Affiliate of such Member, if the transferor remains liable for its Capital Commitment (such Transfer, a “Permitted Affiliate Transfer”) and (ii) any Member may make a transfer in accordance with Section 7.1(g) or Section 8.3(e), in each case if such Transfer is otherwise in accordance with the requirements of this Article 7.

  • The Company may, by Prior Board Approval, but shall not be required to, make any election pursuant to the provisions of Sections 754, 6221(b), or 1045 of the Code, or any other election required or permitted to be made by the Company under the Code.


More Definitions of Prior Board Approval

Prior Board Approval means, as to any matter requiring Prior Board Approval hereunder, the unanimous prior approval of each of the Directors. “Prior Investment Committee Approval” means, as to any matter requiring Prior Investment Committee Approval hereunder, the unanimous prior
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Prior Board Approval means, as to any matter requiring Prior Board Approval hereunder, the unanimous prior approval of a quorum of the Board. “Proceeding” has the meaning set forth in Section 6.12(a).
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Related to Prior Board Approval

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

  • 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.

  • Shareholder Approval Date means the date on which this Plan is approved shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed on quoted, and other laws, regulations and obligations of the Company applicable to the Plan.

  • Required Shareholder Approval has the meaning in Section 2.20.

  • MUSL Board means the governing body of the MUSL, which is comprised of the chief executive officer of each Party Lottery.

  • Acquiror Board means the board of directors of Acquiror.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Company Board means the Board of Directors of the Company.

  • 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.

  • Shareholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Shares and Warrant Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

  • Parent Board means the board of directors of Parent.

  • Stockholder Approval has the meaning set forth in Section 4.5.

  • Requisite Shareholder Approval shall have the meaning set forth in Section 4.3(a).

  • Member board means a state agency in a member state that acts in the sovereign interests of the state by protecting the public through licensure, regulation, and education of physicians as directed by the state government.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Parent Shareholder Approval means the approval of the Parent Share Issuance by the affirmative vote of a majority of the Parent Common Shares entitled to vote thereon and present in person or represented by proxy at the Parent Shareholder Meeting in accordance with applicable securities Laws, the rules and regulations of the NYSE and the TSX, as applicable, the ABCA and the Organizational Documents of Parent.

  • 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.

  • Requisite Stockholder Approval means the affirmative vote of the holders of a majority of that company’s issued and outstanding shares entitled to vote on the Merger actually voting in favor of this Agreement and the Merger.

  • Company Board of Directors means the board of directors of the Company.

  • CPF Board means the Central Provident Fund Board, a body corporate established under the Central Provident Fund Act (Cap. 36);

  • 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:

  • Company Board Recommendation has the meaning set forth in Section 3.03(d).

  • 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.