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. 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.
4.1.2. The uBid Board of Directors and the requisite uBid Shareholders, if necessary, have approved this Agreement and the transactions contemplated hereby on or before the Closing Date.
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. 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. The EDA approving the sale of the 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. All authorizations, consents and approvals of all federal, state, and local governmental agencies and authorities required to be obtained in order to permit the consummation of the transactions contemplated by this Agreement, if any, shall have been obtained.
Approval of Sale. All authorization, consents and approvals of all federal, state, and local governmental agencies and authorities required to be obtained in order to permit the consummation of the transactions contemplated by this Agreement shall have been obtained, it being agreed that Seller shall have no liability to the Buyer in the event that the Buyer chooses to proceed with closing notwithstanding the failure to obtain any such authorization, consent or approval.
Approval of Sale. This Asset Purchase Agreement and the sale of the Purchased Assets to Purchaser and FoodEx hereunder shall have been approved by the Board of Directors and shareholders of Seller in accordance with the applicable provisions of its Articles of Incorporation and Bylaws and the Idaho Corporations Code and any agreement to which Seller is a party. All other authorizations, consents and approvals of all federal, state and local governmental agencies and authorities required to be obtained in order to permit the consummation of the transactions contemplated by this Agreement shall have been obtained.
