Board Approval Contingency Sample Clauses

Board Approval Contingency. Seller's obligations under this Agreement are conditioned upon Seller obtaining approval ("Board Approval") from its respective board of directors ("Seller's Board") of this Agreement and the transactions contemplated thereby. Seller shall promptly notify Buyer of its receipt of Board Approval. The parties hereto hereby agree that in the event Seller is unable to obtain Board Approval within thirty (30) days after the Effective Date (the "Board Approval Contingency Period"), then Seller shall have the right, upon written notice to Buyer on or prior to the expiration of the Board Approval Contingency Period, to terminate this Agreement. If Seller fails to notify Buyer of Seller's receipt or failure to receive Board Approval prior to the expiration of the Board Approval Contingency Period, then Seller shall be deemed to have not received Board Approval and deemed to have elected to terminate this Agreement. If Seller notifies Buyer of its failure to receive Board Approval (or Seller is deemed to have failed to receive Board Approval and elected to terminate this Agreement), then the Xxxxxxx Money (including the Nonrefundable Initial Xxxxxxx Money Portion) shall be returned to Buyer, and neither Seller nor Buyer shall have any further rights or obligations hereunder, except those arising under this Agreement that expressly survive the termination hereof. c.
Sample 1
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Board Approval Contingency. This Lease and the obligations of the parties hereto are contingent upon Tenant’s Board of Directors approving the same at its meeting on November 20, 2014. This contingency shall be deemed satisfied and this Lease shall be fully effective unless Tenant notifies Landlord in writing delivered no later than 5PM (Eastern) on November 21, 2014 that Tenant’s Board of Directors has not approved the Lease (it being agreed that notice may be delivered to Landlord’s Boston address only for purposes of this Section 17.28). In the event Tenant so notifies Landlord in strict accordance with the foregoing that Tenant’s Board of Directors has not approved this Lease, then this Lease shall be of no further force and effect.
Sample 1
Board Approval Contingency. The parties acknowledge and agree that the obligations of Tenant hereunder are contingent upon the approval by its Board of Trustees (the “Board”) of the terms and conditions of this Agreement. Tenant will submit this Agreement to the Board for consideration and approval at its regularly scheduled meeting on June 21, 2018. If the Board does not approve the Agreement, it shall be null and void and of no effect.
Sample 1

Related to Board Approval Contingency

  • Board Approval No reimbursement shall be paid to the Investment Adviser pursuant to this provision in any fiscal year, unless the Trust's Board of Trustees has determined that the payment of such reimbursement is appropriate in light of the terms of this Agreement. The Trust's Board of Trustees shall determine quarterly in advance whether any portion of the Reimbursement Amount may be paid to the Investment Adviser in such quarter.

  • Board Approval; Vote Required The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

  • Company Board Approval The Company Board has unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth herein; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger upon the terms and conditions set forth herein; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement and approve the Merger in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof.

  • Board Approvals The Company Board of Directors, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement, the Offer and the Merger are advisable and fair to and in the best interests of the stockholders of the Company, (ii) duly and validly approved, adopted and declared advisable this Agreement and the Transactions and taken all other corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions, and (iii) resolved to recommend, subject to Section 5.2, that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer, and approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified, except as provided in Section 5.2. The action taken by the Company Board of Directors constitutes approval of the Transactions (including each of the Offer and the Merger) by the Company Board of Directors under Section 203 of the DGCL, and no other state takeover statute or similar statute or regulation in any jurisdiction in which the Company does business is applicable to the Transactions (including each of the Offer and the Merger).

  • Authorization, Approval, etc No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required either

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • HSR Approval The applicable waiting period under the HSR Act shall have expired or been terminated.

  • Board of Directors Approval Seller shall have received the approval of its board of directors to the transactions contemplated by this Agreement.

  • Director Approval The Board of Directors of Holdings shall have approved this Agreement and the transactions contemplated herein.

  • Member Approval The “vote” or “approval” of the Members shall mean approval by a majority percentage of Membership Interest. Members shall vote or approve by their percentage interest as shown on Exhibit A of this Agreement. No annual or regular meetings of the Members are required. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act.

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