Buyer's Board Approval Sample Clauses

Buyer's Board Approval. Buyers' Boards of Directors shall have approved the Merger, this Agreement and the transactions and other agreements, instruments and documents contemplated herein, and Xxxxx & Brown's Board of Directors shall have approved the issuance of the Xxxxx & Xxxxx Shares to the Shareholders.
Sample 1
AutoNDA by SimpleDocs
Buyer's Board Approval. No later than the Due Diligence Expiration Date this Agreement and the Closing of the Contemplated Transactions in accordance with this Agreement shall have been approved by Buyer’s Board of Directors (“Buyer’s Board Approval”), and on the Scheduled Closing Date there shall be no pending Proceeding that challenges Buyer’s Board Approval and prevents or delays Closing beyond the Scheduled Closing Date. Buyer shall use Good Faith Efforts to cause Buyer’s Board Approval to occur on or before the Due Diligence Expiration Date. Buyer shall inform Seller in writing of the occurrence of Buyer’s Board Approval or of any Proceeding that challenges Buyer’s Board Approval not later than one (1) Business Day following the occurrence of Buyer’s Board Approval or Buyer’s Knowledge of such Proceeding. In the event this Agreement is terminated because of the failure of the conditions set forth in this Section, Buyer shall reimburse Seller for its out of pocket costs according to the terms and conditions set forth in Section 12.4.
Sample 1Sample 2
Buyer's Board Approval. The Board of Directors of Buyer shall have ratified the execution and delivery of this Agreement by Buyer's representative.
Sample 1
Buyer's Board Approval. This Agreement and the Contemplated Transactions shall have been approved by the Board of Directors of the Buyer.
Sample 1
Buyer's Board Approval. The Seller accepts that this agreement and the performance of all the obligations contained herein remains conditional on the Buyer obtaining board approval.
Sample 1
Buyer's Board Approval. Prior to the end of the ---------------------- Inspection Period, Buyer shall have obtained approval of Buyer's Board of Directors to the transaction contemplated herein.
Sample 1
Buyer's Board Approval. It shall be a condition to closing that Buyer's Board of Directors give its approval for the purchase of the Property by the expiration of the review period. In the event Buyer satisfactorily completes its review within the Review Period but does not receive the approval of its Board of Directors, then Buyer shall forfeit its Earnest Money Deposit.
Sample 1
AutoNDA by SimpleDocs

Related to Buyer's Board Approval

  • 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 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.

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

  • Board and Shareholder Approval The Board of Directors and shareholders of the Company shall have approved the transactions contemplated herein.

  • 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).

  • Stockholders Approval (i) This Agreement shall have been approved by the requisite affirmative vote of the holders of shares of Company Common Stock present and voting at the Company Stockholders’ Meeting in accordance with applicable Law (the “Company Stockholders’ Approval”) and (ii) the issuance of Parent Common Stock in connection with the Merger shall have been approved by the requisite affirmative vote of the holders of Parent Common Stock entitled to vote thereon (“Parent Stockholders’ Approval”).

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

  • 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.

  • Member Approval No annual or regular meetings of the Members are required to be held. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act. In any instance in which the approval of the Members is required under this Agreement, such approval may be obtained in any manner permitted by the Act. Unless otherwise provided in this Agreement, approval of the Members shall mean the approval of Members who hold a majority of the Membership Interests.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

Time is Money Join Law Insider Premium to draft better contracts faster.