Actions Requiring Prior Approval Sample Clauses

Actions Requiring Prior Approval. The Proxy may not move or second a motion on behalf of the Shareholder without the Shareholder's prior written approval.
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Actions Requiring Prior Approval. Before taking any of the following actions, You must obtain advance approval from SBA: Changing the scope of the project (including eliminating previously approved activities, adding new unapproved activities, or altering the project service area), or amending the approved project milestones/timeline; Transferring Project Funds between individual cost categories where the cumulative amount involved equals 10 percent or more of Your total approved budget; Changing Your Key Personnel; Purchasing or disposing of a piece of equipment with an acquisition cost of $5000 or more; Making improvements to land, building, or equipment, or making project-specific alterations to facilities; Establishing or reorganizing a legal entity; Selling or marketing products or service that are necessary for the performance of this project; or Engaging in foreign travel. You must submit requests for prior approval to the GOTR 30 calendar days prior to the date of the proposed action. See 2 C.F.R. § 200.407 for further guidance regarding prior approval requirements, as applicable.
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Actions Requiring Prior Approval. (a) As long as at least two-ninths or an equivalent proportion of the Directors are Investor Nominees, (i) any transaction with Investor or its Affiliates must be on arm's-length terms and approved by a majority of the Independent Directors; (ii) any amendment, repeal or other modification of this Agreement or any other agreement or instrument of the Company, including the Company's charter or bylaws, which would have the effect of altering the terms of this Agreement in any manner adverse to the stockholders of the Company (other than Investor) must be approved by a majority of the Independent Directors; (iii) dispositions, of any assets of the Company or any business combination, spin-off or other transaction pursuant to which Investor would receive consideration different from that received by other holders of Common Stock must be approved by a majority of the Independent Directors; and (iv) any corporate opportunity (merger or acquisition) relating to the United States mail order business which Investor or its Affiliates receives shall first be presented to and considered by the Company. If, within 20 days of being presented with such opportunity , the Company chooses not to pursue such opportunity or the Company chooses to pursue such opportunity and fails to consummate a transaction with respect to such opportunity within 45 days of being presented with the opportunity, Investor and/or its Affiliates may pursue such opportunity. In addition, if any Investor business that is primarily mail order desires to enter the United States mail order business, then the Company shall be offered a right of first refusal with respect to such business in the United States. If the Company does not pursue any corporate opportunity (or Investor business) presented to it, Investor may then pursue such opportunity. Investor will not interfere with any merger or acquisition opportunities that the Company receives on its own (other than through participating in any decision made by the Board). If, within 20 days of being presented with such opportunity , the Company chooses not to pursue such opportunity or the Company chooses to pursue such opportunity and fails to consummate a transaction with respect to such opportunity within 45 days of being presented with the opportunity, Investor and/or its Affiliates may pursue such opportunity. (b) From the date hereof until the first anniversary hereof, none of Mr. Canzone, Mr. Pulciani, Ms. Garelik, Mr. Rao, Ms. Meyrowitz or Mr...
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Actions Requiring Prior Approval. Other than as set forth in -------------------------------- Section 2.2(a)(i) above, the Collateral Agent is not required to take any ----------------- other actions with respect to the Collateral unless authorized in writing by the Majority Holders or the Holders, as the case may be, in accordance with the terms of this Agreement. Upon request by the Collateral Agent at any time, the Majority Holders will confirm in writing, pursuant to this Section 2.2(a)(ii), the Collateral Agent's authority to release particular ------------------ types or items of Collateral. Upon the request of all of the Holders, the Collateral Agent shall release all or any portion of the Collateral from the Liens created under the Collateral Documents. Notwithstanding the foregoing, the Collateral Agent shall not take any action which is in conflict with the provisions of law, this Agreement or the Collateral Documents or with respect to which the Collateral Agent has not received adequate security or indemnity as provided in Section 6.3(c). With respect -------------- to actions taken by the Collateral Agent pursuant to this Section ------- 2.2 (a) (ii), the Collateral Agent may at any time request from the Holders ---------- and receive directions from the Majority Holders as to any course of action with respect to the Collateral Documents or matter relating thereto. Each of the Secured Parties hereby agrees that the Collateral Agent may act as the Majority Holders may request or direct and that the Collateral Agent shall have no liability for acting in accordance with such request or direction (provided such action does not conflict with the express terms of this Agreement). The Collateral Agent shall give prompt notice to each of the Holders (and, if no Event of Default has occurred and is continuing, to the Company) of actions taken pursuant to the instructions of the Majority Holders; provided, however, that the failure -------- ------- to give any such notice shall not create any liability on the part of the Collateral Agent or impair the right of the Collateral Agent to take any such action or the validity or enforceability under this Agreement of the action so taken. Except as otherwise provided in this Agreement, directions given by Majority Holders to the Collateral Agent hereunder shall be binding on each Secured Party for all purposes.
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Actions Requiring Prior Approval. Before taking any of the following actions, you must obtain advance approval from SBA: a. Changing the scope of the project or amending the approved project goals. b. Additional line item expenditures not specified or shown without cost on the approved budget. c. Any budget revisions to Federal funds including fund transfers between cost categories when the gross amount of funds involved is greater than 10 percent of the overall project budget. d. Changing the Lead Center director requires prior approval from the AA/SBDC, all other key personnel changes the SBDC must advise SBA of the change. e. Entering into a contract calling for the expenditure of $250,000 or more in Project Funds, with the exception of subrecipient agreements or entering into a contract that, when combined with other contracts held by a single individual or organization (including affiliates, subdivisions, and subsidiaries), would result in that entity receiving $250,000 or more in aggregated Project Funds unless included in the proposal. The contracts must be awarded via competition. Non-competitive contracting at this level is only allowed if You can demonstrate to SBA’s satisfaction either: (i) there is only one possible source for a particular good or service or (ii) there is an emergency involving the risk of imminent damage to property or injury to people. For contracts between $10,001 and $250,000, you do not need to submit copies of the proposed contracts to the GOR for approval before executing them. However, you must obtain price quotes (either orally or in writing) from at least three qualified sources and inform SBA of these quotes in the corresponding payment requests/financial reports. If you do not choose to go with the lowest quote, you must explain why. For contracts of $10,000 or less, you do not need to submit copies of the proposed contracts to the GOR for approval before executing them and the contracts are not required to be awarded via competition if Your organization considers their prices to be reasonable. f. Purchasing or disposing of a piece of equipment with an acquisition cost of $5000 or more, when not included in the proposal. g. Travel outside the United States and its territories. h. Changing the amount claimed for indirect costs in excess of the approved budget (Federal funds). i. Use of the “Powered by SBA” logo on any social media sites or services other than the SBDC project webpage. j. Use of Project funds for minor renovations of an existing facil...
Sample 1
Actions Requiring Prior Approval. Before taking any of the following actions, you must obtain advance approval from SBA: a. Changing the scope of the project or amending the approved project goals and milestones; b. Additional line item expenditures not specified or shown without cost on the approved budget; c. Any budget revisions to Federal and matching funds, including fund transfers between cost categories when the gross amount of funds involved is greater than 10 percent of the overall project budget; d. Changing the Lead Center director requires prior approval, all other key personnel changes the SBDC must advise SBA of the change; e. Entering into a contract calling for the expenditure of $25,000.00 or more in Project Funds, with the exception of subrecipient agreements or entering into a contract that, when combined with other contracts held by a single individual or organization (including affiliates, subdivisions, and subsidiaries), would result in that entity receiving $25,000 or more in aggregated Project Funds unless included in the proposal; f. Purchasing or disposing of a piece of equipment with an acquisition cost of $5000 or more, when not included in the proposal; g. Travel outside the United States and its territories or unanticipated out-of-state travel not in the approved budget; h. Changing the amount claimed for indirect costs in excess of the approved budget (Federal and matching funds); i. Use of the SBA logo on any social media sites or services; j. Use of Project funds for minor renovations of an existing facility;
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Related to Actions Requiring Prior Approval

  • Prior Approval The Engineer shall not assign, subcontract or transfer any portion of professional services related to the work under this contract without prior written approval from the State.

  • Prior Approval Required Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

  • Prior Approvals This Contract shall not be binding unless and until all requisite prior approvals have been obtained in accordance with current State law, bulletins, and interpretations.

  • HSR Approval The applicable waiting period under the HSR Act shall have expired or been terminated.

  • Board Approval; Vote Required (a) The BCAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

  • Project Approval The County may issue a Job Order Authorization for the Work, to include the firm-fixed-price of the Job Order and the project duration. Contractor agrees that all clauses of this Contract are applicable to any Job Order issued hereunder. The County reserves the right to reject a Contractor’s Quote based on unjustifiable quantities and/or methods, performance periods, inadequate documentation, or other inconsistencies or deficiencies on the Contractor’s part in the sole opinion of the County. The County reserves the right to issue a unilateral Job Order authorization for the Work if a Quote price cannot be mutually agreed upon. This is based upon unjustifiable quantities in the sole opinion of the County. The County also reserves the right to not issue a Job Order Authorization if the County’s requirement is no longer valid or the project is not funded. In these instances, the Contractor has no right of claim to recover Quote expenses. The County may pursue continuing valid requirements by other means where Contract was not reached with the Contractor.

  • Director Approval The Board of Directors of Holdings shall have approved this Agreement and the transactions contemplated herein.

  • No Consent or Approval Required No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets is required for the issue and sale of the Shares, the execution, delivery and performance of this Agreement by the Company, the consummation of the transactions contemplated hereby, the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in the Registration Statement and the Prospectus, except for (i) the registration of the Shares under the Securities Act; (ii) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act, and applicable state or foreign securities laws and/or the bylaws and rules of the Financial Industry Regulatory Authority (the “FINRA”) in connection with the sale of the Shares by the Agent; and (iii) the inclusion of the Shares on the Nasdaq Capital Market (the “Exchange”).

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

  • Final Approval After Acceptance, Engineer shall perform any required modifications, changes, alterations, corrections, redesigns, and additional work necessary to receive Final Approval by the County. "Final Approval" in this sense shall mean formal recognition that the Engineering Services have been fully carried out.

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