Approval by Board. The Board of Directors of Buyer shall have determined that it is advisable and in the best interests of Buyer to proceed with the acquisition of the Company by Buyer, in accordance with Internal Revenue Code Section 354(a) and 368(b).
Approval by Board. A proposed amendment of the Articles or this Agreement shall be approved by the affirmative vote of the Board cast at either a regular meeting or a special meeting of the Board duly called for the purpose of voting on the amendment or by the written consent of all the Managers, provided, however, that no amendment purporting to limit or change the rights of the Members as described in Section 6.1 hereof will be binding upon the Company or the Members absent the unanimous consent of the Members thereto. Upon approval of any amendment as provided in this Section, all Managers, whether or not they voted for or consented to such amendment, shall be deemed to have consented to such amendment and shall be bound by the terms and provisions thereof as if they had so consented.
Approval by Board. The Board of Directors of the Company has duly authorized and approved the execution and delivery of this Agreement by the Company and the transactions contemplated hereby prior to the execution by the Company of this Agreement.
Approval by Board. The Board of Directors of Parent shall have approved consummation of the transactions contemplated hereby in their sole and absolute discretion.
Approval by Board. (i) Subject to Section 8.2(ii), notwithstanding any other vote or consent required elsewhere in this Agreement or the Memorandum and Articles, the Company shall not, and shall cause each other Key Group Company (where applicable) not to, take, permit to occur, approve, authorize, agree, or commit to do any of the following, and no member shall permit the Company to, take, permit to occur, approve, authorize, agree, or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, without the prior approval of at least half (1/2) of the Directors (including the approval of at least one (1) Investor Director):
Approval by Board. Any material amendments or modifications of the terms of the Merger as contemplated by this Agreement must have been approved by the MBIA board of directors.
Approval by Board. Final approval with respect to the business, investments and prospective investments and other company activities of the Company rests with the Board and accordingly, Xxxxxxxxxxx’x performance of the Services will be subject to such written directions, policies and restrictions as may be adopted by the Board.
Approval by Board. It is expressly understood and agreed by the parties that this Agreement and any subsequent amendments are not effective until approved, as required, by the governing board of ULAA and the governing board of the University.
Approval by Board. State Takeover Statutes; Opinion of the ---------------------------------------------------------- Company's Financial Advisor. The Board of Directors of the Company, at a ---------------------------- meeting duly called and held, acting on the recommendation of the special committee of disinterested directors of such Board of Directors (the "Special Committee"), duly adopted resolutions (i) approving this Agreement, the Merger and the other Transactions, (ii) determining that the terms of the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders and (iii) recommending that the Company's stockholders adopt this Agreement. Such resolutions are sufficient to render inapplicable to this Agreement and the other Operative Agreements, the Merger and the other Transactions the provisions of Section 203 of the DGCL. To the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Company with respect to this Agreement and the other Operative Agreements, the Merger or the Transactions. The Company hereby represents that the Board of Directors of the Company has received the opinion of BT Alex. Xxxxx Incorporated, dated the date of this Agreement, to the effect that, as of such date, the Merger Consideration to be received in the Merger by the holders of Common Stock (other than certain affiliates of the Company who will be continuing stockholders) is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion will be delivered by the Company to Parent promptly after receipt thereof by the Company.
Approval by Board. The Acquisition shall have been approved by the Board of Directors of Buyer and those of the Sellers that are incorporated entities.
