Approved Transaction. All charges on the Approved Card and the Invoice Payment Dashboard (together, the “Approved Payment Methods”) will be deemed approved by and made by you, including, regardless of whether such charges were authorized or made by you, your affiliates or your employees. If you believe that the Approved Card number (and, if applicable, cvs, password or pin), your dashboard log-in and password or a device that you use to access the Approved Payment Methods has been lost or stolen, or you suspect that someone is using your Approved Payment Methods without your permission, or that a transaction that you have not affirmatively authorized (without prejudice to the first sentence herein) has occurred, you must notify us immediately at xxxxxxx@xxxxxxxxx.xxx. You are responsible for all such transactions and losses. You agree and understand that you are responsible for maintaining the confidentiality of the Approved Card number (and, if applicable, cvs, password or pin) and Invoice Payment Dashboard log-in and password. We will, upon your request and at your expense, use commercially reasonable efforts to cooperate with you in disputing fraudulent charges with the bank or service provider issuing the Approved Card, the timing of which will be subject to the internal process of such bank or service provider (which may require you to provide notice within sixty (60) days). You must cooperate fully in any investigation by us, any bank, service provider and the authorities. We can, and you hereby authorize us to, at any time, without prejudicing our rights in this Agreement, block use of the Approved Card and the Invoice Payment Dashboard, dispute any charges and terminate and prevent use of the Approved Card and the Invoice Payment Dashboard (a) if we suspect unauthorized or fraudulent use, (b) during the course of any claim of fraud, (c) if we believe unusual or suspicious transactions are occurring, including if we believe a violation of Section 5.7 may occur, or (d) upon a default or an Event of Default.
Approved Transaction. (a) So long as BRS Investors and their Permitted Transferees (other than Permitted Transferees under Section 1.1(b)(v)) together own in the aggregate more shares of Common Stock than any other single Investor, if BRS approves the sale of the Company (other than a sale of the Company to BRS Investors or any of its Affiliates), whether by merger, consolidation, sale of outstanding capital stock, sale of all or substantially all of its assets or otherwise (an “Approved Sale of the Company”), or a recapitalization or restructuring of the Company (excluding any recapitalization or restructuring in which BRS Investors have a financial interest other than (x) where the financial interest of BRS Investors is solely in their capacity as stockholders, (y) the provision of services by Bruckmann, Xxxxxx, Xxxxxxxx & Co., LLC under the Management Services Agreement, or (z) any recapitalization or restructuring transaction not otherwise covered by the preceding clauses (x) or (y) but which is deemed to have been effected on an arms’ length basis and on terms (including without limitation financial terms) which are commercially reasonable pursuant to Section 2.11) (an “Approved Recapitalization”) (each such Approved Sale of the Company and Approved Recapitalization being herein referred to as an “Approved Transaction”), then:
(i) each Investor and Permitted Transferee shall consent to, vote for, and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Transaction;
(ii) if the Approved Transaction is structured as a sale, exchange, conversion, redemption, cancellation or other disposition of stock, each Investor and Permitted. Transferee shall have both the right and obligation to sell, exchange, convert, redeem, cancel or otherwise dispose and will be permitted to sell, exchange, convert, redeem, cancel or otherwise dispose all of such Investor’s or Permitted Transferee’s Common Stock, Preferred Stock and options to acquire Common Stock or Preferred Stock on the terms and conditions approved by BRS (subject to the provisions of Section 2.2(b));
(iii) if the Approved Transaction includes the sale, exchange, conversion, redemption, cancellation or other disposition of Securities (other than Common Stock) convertible into or exchangeable for capital stock or Securities of the Company, or options, warrants or other rights to purchase such capital stock or Securities, each Investor or Permitted Transferee will have both ...
Approved Transaction. All transactions initiated in and required to give effect to the Service will be deemed approved by and made by you, including, regardless of whether such transactions were authorized or initiated by you, your affiliates or your employees. If you believe that your dashboard log-in and password or a device that you use to access the Service has been lost or stolen, or you suspect that someone is using the Service on your behalf without your permission, or that a transaction that you have not affirmatively authorized (without prejudice to the first sentence in this Section) has occurred, you must notify us immediately at xxxxxxx@xxxxxxxxx.xxx. You are responsible for all such transactions and losses. You agree and understand that you are responsible for maintaining the confidentiality of your Invoice Payment Dashboard log-in and password. We can, and you authorize us to, at any time, without prejudicing our rights in this Agreement, block use of the Service (a) if we suspect unauthorized or fraudulent use, (b) during the course of any claim of fraud, (c) if we believe unusual or suspicious transactions are occurring, or (d) following your breach of this Agreement or the Revenue Share Agreement.
Approved Transaction. An action of the Board (or if approval of the Board is not required as a matter of law, the stockholders of HNI) approving: (a) any consolidation or merger of HNI in which HNI is not to be the continuing or surviving corporation or pursuant to which shares of Common Stock are to be converted into cash, securities or other property, other than a merger of HNI in which the holders of Common Stock, immediately prior to the merger have the same proportionate ownership of common stock of the surviving or resulting parent corporation immediately after the merger, or (b) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of HNI, or (c) the adoption of any plan or proposal for the liquidation or dissolution of HNI;
Approved Transaction. If a Majority in Interest of MBOCo or Holding proposes to consummate a sale of all, or substantially all, of the assets of MBOCo, Holding and/or their Subsidiaries, or all, or substantially all, of the assets of any of them, or proposes to consummate a merger, consolidation, recapitalization, or reorganization of MBOCo, Holding or any of their Subsidiaries, or any other transaction requiring the consent or approval of the Shareholders of MBOCo or Holding (each a “Majority Approved Transaction”), then notwithstanding anything to the contrary in this Agreement, each Shareholder shall (a) vote (in person, by proxy or by written consent, as requested) all of such Shareholder’s Securities of MBOCo or Holding in favor of the Majority Approved Transaction (and any related actions necessary to consummate such transaction) and otherwise consent to and raise no objection to such Majority Approved Transaction and such related actions and (b) refrain from taking any actions to exercise, and take all actions to waive, any dissenters’, appraisal or other similar rights that such Shareholder may have in connection with such transaction.
Approved Transaction. 4.1 In the event of an Approved Transaction, 100% of any remaining unvested Options and Shares shall immediately vest. In accordance with Section 2.2.5 of this Agreement, no Committee shall have the authority to provide Executive with an alternative award in lieu of such Options and Shares without the Executive's express written consent.
4.2 In the event Executive is terminated by the Company without Cause or Executive resigns for Good Reason within one hundred eighty (180) days following an Approved Transaction, he shall be entitled to the greater of (i) the amount equal to his Base Salary for the remainder of the Employment Term or (ii) $225,000, payable in full upon termination.
Approved Transaction. For purposes of this Agreement, an "Approved Transaction" shall mean (i) the approval of the stockholders of (A) any tender offer, consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock would be changed or converted into or exchanged for cash, securities or other property, other than any such transaction which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, or (B) any tender offer, merger, consolidation or binding share exchange to which the Company is a party as a result of which the persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (ii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iii) any sale, lease exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.
