APPROVAL OF MAJOR TRANSACTIONS Sample Clauses

APPROVAL OF MAJOR TRANSACTIONS. Subject to additional requirements and restrictions of this Declaration, 4.7.1 the Trust shall not be incorporated, merged into another entity, consolidated with one or more entities into a new entity, reorganized as a new entity, liquidated or dissolved, notwithstanding Section 4.2, and 4.7.2 all or substantially all of the assets, properties, or businesses of the Trust shall not be sold, leased, transferred,- conveyed, exchanged or otherwise disposed of, notwithstanding Section 3.11
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APPROVAL OF MAJOR TRANSACTIONS. The Corporation shall not, on or ------------------------------ after the date hereof, directly or indirectly, authorize or engage in any Major Transaction (as defined below) without the approval of a majority of the CCS Group Directors, or, if there are only two CCS Group Directors, then without the approval of both CCS Group Directors. The term "Major Transaction" shall consist of:
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APPROVAL OF MAJOR TRANSACTIONS. (a) During the Restricted Period, the Company will not consummate any of the following transactions, or enter into any agreement to consummate any of the following transactions, without the approval of at least a majority of the Independent Directors: (i) any merger or consolidation of the Company with any other person in which the stockholders of the Company receive consideration other than Common Stock if the consideration to be received by the stockholders of the Company on a per share basis has a Fair Market Value that is less than the IPO Price (as adjusted for any stock split, stock dividend, stock combination, reverse stock split or similar occurrence after the Effective Date); (ii) the sale of all or substantially all of the assets of the Company in a single transaction or a series of related transactions if the Fair Market Value of the consideration to be received by the Company divided by the number of shares of all classes of Common Stock of the Company outstanding is less than the IPO Price (as adjusted for any stock split, stock dividend, stock combination, reverse stock split or similar occurrence after the Effective Date); or (iii) the liquidation, dissolution or winding-up of the Company if the Fair Market Value of the consideration to be received by the stockholders of the Company on a per share basis is less than the IPO price (as adjusted for any stock split, stock dividend, stock combination, reverse stock split or similar occurrence after the Effective Date). (b) During the Restricted Period, the Company will not consummate any of the following transactions, or enter into any agreement to consummate any of the following transactions, without (x) the approval of at least one of the Independent Directors or (y) first obtaining an opinion from a nationally recognized investment banking firm that the consideration to be received by the stockholders of the Company in such transaction is fair to such stockholders from a financial point of view: (i) any merger or consolidation of the Company with any other person in which the stockholders of the Company receive consideration other than Common Stock if the consideration to be received by the stockholders of the Company on a per share basis has a Fair Market Value that is equal to or greater than the IPO Price (as adjusted for any stock split, stock dividend, stock combination, reverse stock split or similar occurrence after the Effective Date); (ii) the sale of all or substantially all of the ...
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Related to APPROVAL OF MAJOR TRANSACTIONS

  • Major Transactions There are no other Major Transactions currently pending or contemplated by the Company.

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

  • Approval of Holders Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

  • Effect of non-approval of proposals Notwithstanding that under subclause (1) any proposals of the Company are approved by the Minister or determined by arbitration award, unless each and every such proposal and matter is so approved or determined by 31 October 1992 or by such extended date or period if any as the Company shall be granted pursuant to the provisions of this Agreement then the Minister may give to the Company 12 months notice of intention to determine this Agreement and unless before the expiration of the said 12 months period all the detailed proposals and matters are so approved or determined this Agreement shall cease and determine subject however to the provisions of Clause 35.

  • Merger Transaction 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined in Section 2.3), Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • PROCEDURE FOR APPROVAL OF SETTLEMENT Acceptance of this Settlement Agreement shall be sought at a hearing of the Central Regional Council of the MFDA on a date agreed to by counsel for Staff and the Respondent.

  • Consolidation, Merger or Sale In case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the holder of this Warrant will have the right to acquire and receive upon exercise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance not taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant. The Company will not effect any consolidation, merger or sale or conveyance unless prior to the consummation thereof, the successor corporation (if other than the Company) assumes by written instrument the obligations under this Paragraph 4 and the obligations to deliver to the holder of this Warrant such shares of stock, securities or assets as, in accordance with the foregoing provisions, the holder may be entitled to acquire.

  • PRELIMINARY APPROVAL OF SETTLEMENT Promptly upon execution of this Stipulation, Lead Plaintiffs will move for preliminary approval of the Settlement, certification of the Settlement Class for settlement purposes only, and the scheduling of a hearing for consideration of final approval of the Settlement, which motion shall be unopposed by Defendants. Concurrently with the motion for preliminary approval, Lead Plaintiffs shall apply to the Court for, and Defendants shall agree to, entry of the Preliminary Approval Order, substantially in the form attached hereto as Exhibit A.

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