Approval of Sale. All authorizations, consents and approvals of all federal, state and local governmental agencies and authorities required to be obtained in order to permit consummation of the transactions contemplated by this Agreement shall have been obtained.
Approval of Sale. 8. The sale of the Transferred Assets by the Debtor to the Purchaser in accordance with the terms and conditions of the Agreement (including all schedules and exhibits affixed thereto), and the transactions contemplated thereby are hereby authorized and approved in all respects.
Approval of Sale. Each Purchaser who is a party to the Stockholders Agreement hereby irrevocably approves, pursuant to Section 2.3 of the Stockholders Agreement, the sale of the Brand Shares as contemplated hereby. Such Purchasers constitute the Majority Holders (as such term is defined in the Stockholders Agreement).
Approval of Sale. Subject to the other applicable terms of this Agreement, including, without limitation, Section 7(b) hereof, if (x) the Board of Directors and (y) Holders of an aggregate of two-thirds of the outstanding Series A Preferred Stock, approve a Liquidation Event (as defined in the Certificate of Designations) or a Sale of the Company to an Independent Third Party (collectively, an “Approved Sale”), each Holder shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale is structured as a (i) merger or consolidation, each Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of stock, each Holder shall agree to sell all of its, his or her Securities and rights to acquire Securities on the terms and conditions approved by the Board of Directors. Each Holder shall take all necessary actions in connection with the consummation of the Approved Sale as requested by the Company, including the execution of such agreements and such instruments and other actions reasonably necessary to execute the transfer documents negotiated by the Company or Psilos, as the case may be; provided that the terms of such transfer documents are applied equally to similarly situated Holders. The Holders acknowledge and agree that such transfer documents are expected to provide customary representations, warranties, indemnities, and escrow arrangements relating to such Approved Sale and further may provide for the appointment of a “stockholder’s representative” selected by Psilos for purposes of purchase price adjustments and proper allocation and distribution of the final aggregate consideration upon the Approved Sale, among other things. Such stockholders representative shall be entitled to reasonable reimbursement of expenses out of the proceeds of the Approved Sale, and the Company shall set aside funds for such purpose. The Holders shall be permitted to sell their Securities in an Approved Sale pursuant to this Section 7 without complying with the provisions of Sections 5 or 6 of this Agreement.
Approval of Sale. 4.1.1. The Shareholder Representative and the SkyAuction Board of Directors and the requisite Sky Shareholders, if necessary, have approved this Agreement and the transactions contemplated hereby, on or before the Closing Date.
Approval of Sale. The EDA approving the sale of the EDA Property for the Purchase Price at a public hearing.
Approval of Sale. The execution, delivery and performance of this Agreement, have been duly approved by all requisite corporate action, if any, on the part of the Corporation and is within the Sellers' powers. The joinder of no person or entity with the Sellers will be necessary to convey the Shares to the Buyer, however the parties acknowledge that notification of, and or consent of, the transfer of the Shares may need to be made to certain third parties prior to or following Closing, including, but not necessarily limited to, the State of Florida, the Internal Revenue Service, and certain regulatory agencies. The execution, delivery and performance of this Agreement will not, to the best of the Corporation's or the Sellers' knowledge and belief, (a) cause any default in or breach of any provisions of any applicable law, rule or regulation, or (b) result in the creation of any lien, security interest, charge or encumbrance upon any of the Shares.
Approval of Sale. Prior to Closing, Seller will take all applicable action to seek approval of the sale of the Property to the Buyer pursuant to the terms of this Agreement, including without limitation consideration of approval of this Agreement by the Board subject to and in accordance with Minnesota Statutes, Section 469.105 and following the satisfaction of all other conditions required by Minnesota law.
Approval of Sale. The City has represented that the written approval of the sale described in this Agreement by the Illinois Department of Natural Resources (“IDNR”) is required prior to the Closing hereunder due to grants the City obtained as part of its acquisition and/or development of the Project Site. To the extent that the approval of the IDNR, the National Park Service, or any other person or entity is required to allow the City to close the transaction described in this Agreement or to avoid a claim against one or more of the Parties herein based upon the failure to obtain one or more third-party approvals needed for the transaction described in this Agreement (hereinafter “Third-Party Approvals” or “Third-Party Approval”), the City’s obtaining of all Third-Party Approvals is a condition precedent to the Parties’ sale and purchase of the Project Site. The City shall use commercially reasonable efforts to obtain in writing and at its sole cost all such Third-Party Approvals within 60 days after the date this Agreement is executed or as soon thereafter as possible. Based upon the City’s representation in this paragraph, the Redeveloper shall have the right to terminate this Agreement, exercisable at any time prior to receiving notice of the City’s receipt in writing of all Third-Party Approvals, by giving notice in the manner called for in Paragraph 1.3(c) herein. If the City, despite its reasonable commercial efforts, is unable to obtain one or more Third-Party Approvals by the Due Diligence Expiration Date, it will have the right to terminate this Agreement on or before the Due Diligence Termination Date in the manner set forth in Paragraph 1.3(c) herein.
Approval of Sale. This Agreement shall be effective only upon the necessary action and approval by the governing board of Purchaser.
