Approval of Transaction Sample Clauses

Approval of Transaction. The directors acknowledge the accuracy of the Company's representations and warranties contained in the Agreement and note that: (a) the entry into the transactions evidenced by the Agreement is: (i) in the best interests of the Company and for its commercial benefit; and (ii) in accordance with the constitution of the Company; (b) at the time of deciding to commit the Company to the Agreement, the Company is solvent and there are reasonable grounds to expect that if the Company executes the Agreement the Company would continue to be able to pay all its debts as they become due; and (c) the Company's execution of the Agreement and the carrying out of the transactions contemplated in the Agreement would not cause the Company to contravene: (i) Section 260A of the Corporations Act (relating to the provision by the Company of financial assistance for acquiring the Company's shares); (ii) Chapter 2E of the Corporations Act (relating to the provision of financial benefits to related parties of a public company); or (iii) any provision of the Corporations Act or of any other statute by which the Company is bound. Resolved that: The Agreement, the transactions contemplated in the Agreement and the Transaction Documents (as defined in the Agreement) (the Agreement and the Transaction Documents together the Documents) are each approved.

Approval of Transaction. Buyer shall obtain all necessary approvals of the Town of Fishers Town Council and/or any other governmental body or commission, whether elected or appointed, required to approve this transaction pursuant to local ordinance, local practice or state or federal regulation.

Approval of Transaction. In the event a meeting of the Company's stockholders is required under the General Corporation Law of the State of Nevada or otherwise, including under the regulations of the Nasdaq Stock Market (the "Nasdaq Rules"), for the approval of any aspect of the transactions contemplated by the Purchase Agreement, including the issuance of the Purchased Securities (the "Stockholder Approval"), (i) the Company shall promptly take all action necessary to convene a meeting of its stockholders in accordance with the Nevada General Corporation Law and the Company's Articles of Incorporation and By-laws, and shall provide to its stockholders all proxy materials required by the Nasdaq Rules and the regulations under the Securities Exchange Act of 1934, as amended, in order to obtain the Stockholder Approval and (ii) each Securityholder shall promptly take all necessary or desirable action within such Securityholder's control (including, without limitation, attendance at stockholders' meetings in person or by proxy for the purposes of obtaining a quorum and the execution of written consents in lieu of meetings) to ensure that all voting securities of the Company (including the Common Stock) over which such Securityholder has control shall be voted in favor of the Stockholder Approval.

Approval of Transaction. The directors acknowledge the accuracy of the Company’s representations and warranties contained in the Agreement and note that: ● the entry into the transactions evidenced by the Agreement is: ○ in the best interests of the Company and for its commercial benefit; and ○ in accordance with the constitution of the Company; ● at the time of deciding to commit the Company to the Agreement, the Company is solvent and there are reasonable grounds to expect that if the Company executes the Agreement the Company would continue to be able to pay all its debts as they become due; and ● the Company’s execution of the Agreement and the carrying out of the transactions contemplated in the Agreement would not cause the Company to contravene: ○ Section 260A of the Corporations Act (relating to the provision by the Company of financial assistance for acquiring the Company’s shares); ○ Chapter 2E of the Corporations Act (relating to the provision of financial benefits to related parties of a public company); or ○ any provision of the Corporations Act or of any other statute by which the Company is bound. The Agreement, the transactions contemplated in the Agreement and the Transaction Documents (as defined in the Agreement) (the Agreement and the Transaction Documents together the Documents) are each approved. Resolved that: The Company execute and deliver the Agreement in a form and with any changes (whether or not material and whether or not involving changes to the Parties) as any director or secretary of the Company who executes the Agreement may, as conclusively evidenced by his or her execution, approve.

Approval of Transaction. 3.1 It is noted that: (a) it is proposed that the Company enter into an asset purchase agreement by and among Xxxxx.xx PTE LTD (Ethos) ,, Amano Global Holdings Inc., Xxxxxx Xxxxxx, Xxxx Xxxxxx, Xxxx Xxxxxx, Voyager Digital (Canada) Ltd. and HTC Trading, Inc. (the MSPA); (b) under the MSPA, Ethos has agreed to transfer certain assets, as detailed in the MSPA to the Company prior to the Closing Date (as defined in the MSPA) (the Pre-Closing Asset Transfer) ; (c) the consideration for the Pre-Closing Asset Transfer will be the issue to Ethos of 999 ordinary shares in the capital of the Company (the Shares); (d) pursuant to the MSPA it is proposed that on the Closing Date of the MSPA, the Company will merge (the Merger) with HTC Trading, Inc. (the Surviving Company), a Cayman Islands exempted company, on the terms that the Surviving Company shall be the surviving company pursuant to the provisions of Part XVI of the Companies Law (2018 Revision) (the Companies Law) and all the undertaking, property and liabilities of the Company shall vest in the Surviving Company by virtue of the Merger pursuant to the provisions of the Companies Law, (together the Transaction); (e) the following draft documents to be entered into in connection with the Transaction have been received and reviewed by each director: (i) pre-closing asset transfer agreement (the Asset Purchase Agreement); (ii) the MSPA; (iii) a plan of merger specifying certain details in respect of the Merger as required under the Companies Law (the Plan of Merger) to be filed with the Registrar of Companies of the Cayman Islands (the Registrar); (iv) a form of shareholder resolutions to be proposed to Ethos, the sole shareholder of the Company, approving the Plan of Merger (the Member Resolutions); and (v) a form of the director's declarations (the Director's Declaration) regarding the status of the Company and the Merger as required by the Companies Law, (together, the Transaction Documents); and (f) there are no secured creditors of the Company and, as such, no letters of consent to the Plan of Merger are required in accordance with the Companies Law. 3.2 It is resolved that: (a) the entry into the Transaction and the entry into and performance by the Company of its obligations under the Transaction Documents would be in the commercial interests of the Company; (b) the content of the Transaction Documents be approved and the Company’s entry into the Transaction and its entry into, and the performance of its ...

Approval of Transaction. The Conflicts Committee of the CLMT Board has approved the execution, delivery and performance of this Agreement and the Transactions and recommended that the CLMT Board approve this Agreement and the Transactions and the CLMT Board has approved this Agreement and the Transactions. The CLMT Board has approved the execution, delivery and performance of this Agreement and the Transactions.

Approval of Transaction. The Transaction is hereby approved and the execution of the Share Purchase Agreement by the Receiver is hereby authorized and approved, with such minor amendments as the Receiver may deem necessary. The Receiver is hereby authorized and directed to take such additional steps and execute such additional documents as may be necessary or desirable for the completion of the Transaction or for the conveyance of the Purchased Shares to the Purchaser (or its nominee).

Approval of Transaction. Buyer and Sellers shall, and shall promptly cause the Company to, file such information and seek such approvals of XXXX as shall be required with respect to the transactions contemplated herein under the antitrust laws and regulations of Brazil. Buyer and Sellers agree, at their own cost and expense, to make available or cause to be made available to the Company or each other (as applicable) such information as may reasonably be requested relative to the businesses, assets and property of Buyer, Sellers or the Company (as the case may be), as may be required to prepare such filings and to file any additional information requested by such agencies under such laws, rules or regulations. Antitrust approval filing fees and related legal and other costs shall be borne by Buyer.

Approval of Transaction. The Company hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement.

Approval of Transaction. In the event a meeting of the Company's stockholders is required under the General Corporation Law of the State of Nevada or otherwise, including under the regulations of the Nasdaq Stock Market (the "Nasdaq Rules"), for the approval of any aspect of the transactions contemplated by the Securities Purchase Agreement, including the issuance of shares of Series C Preferred (the "Stockholder Approval"), (i) the Company shall promptly take all action necessary to convene a meeting of its stockholders in accordance with the Nevada General Corporation Law and the Company's Articles of Incorporation and By-laws, and shall provide to its stockholders all proxy materials required by the Nasdaq Rules and the regulations under the Securities Exchange Act of 1934, as amended, in order to obtain the Stockholder Approval and (ii) each Securityholder shall promptly take all necessary or desirable action within such Securityholder's control (including, without limitation, attendance at stockholders' meetings in person or by proxy for the purposes of obtaining a quorum and the execution of written consents in lieu of meetings) to ensure that (i) all voting securities of the Company (including the Common Stock) over which such Securityholder has control shall be voted in favor of the Stockholder Approval and (ii) that any transferee of any voting securities of the Company now held by such Securityholder (other than a transferee who acquires such voting securities pursuant to public sale in the Nasdaq Stock Market by such Securityholder, including sales made in accordance with Rule 144 of the Securities Act) shall be obligated to vote in favor of the Stockholder Approval. [NOTE: LET'S DETERMINE WHETHER WE CAN FIX RECORD DATE FOR VOTE NOW.]