Company Approvals Sample Clauses

Company Approvals. The Company shall take all reasonable steps necessary or appropriate to obtain as promptly as practicable all necessary approvals, authorizations and consents of any third party or Governmental Entity required to be obtained by the Company to consummate the transactions contemplated hereby and will cooperate with Parent in seeking to obtain all such approvals, authorizations and consents. The Company shall use all reasonable efforts to provide such information to such persons, bodies and authorities as such persons, bodies and authorities or Parent may reasonably request.

Company Approvals. The Company represents and warrants to Executive that it (and to the extent required, the Board, and the Committee) has taken all corporate action necessary to authorize this Agreement.

Company Approvals. Each Company Approval shall have been obtained or made and shall be in full force and effect to the extent that the failure to obtain or make such Company Approval (i) has the effect of making illegal or otherwise prohibiting or invalidating consummation of any of the Transactions or any provision of this Agreement or (ii) would reasonably be expected, individually or together with other Company Approvals that have not been obtained or made, to have a Material Adverse Effect.

Company Approvals. The Company hereby approves and consents to the Offer and represents and warrants to Parent and Merger Sub that, at a meeting duly called and held prior to the date hereof, the Company Board has unanimously adopted resolutions (which as of the date hereof have not been rescinded or modified in any way) pursuant to which the Company Board: (i) determined that the terms of this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and fair to and in the best interests of the Company and the holders of Company Common Stock; (ii) approved the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the Tender and Voting Agreements, which approval, to the extent applicable, constituted approval under the provisions of Section 203 of the DGCL as a result of which this Agreement, the Offer, the Merger, Parent and Merger Sub and the Tender and Voting Agreements are not and will not be subject to the provisions of, or any restrictions under, the provisions of Section 203 of the DGCL; (iii) recommended that the holders of Company Common Stock accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and, if required by applicable Law, approve and adopt this Agreement and the Merger; and (iv) elected that this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the Tender and Voting Agreements, to the extent of the Company Board’s power and authority and to the extent permitted by Law, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws of any jurisdiction that may purport to be applicable to this Agreement, the Tender and Voting Agreements or the transactions contemplated herein. The Company hereby consents to the inclusion of the foregoing determinations, approvals and recommendations in the Offer Documents subject to the Company’s rights to withdraw, amend or modify the recommendations in accordance with Section 6.2(f).

Company Approvals. The Company has full corporate power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approval of this Agreement by the affirmative vote of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class (the "Stockholder Approval"), to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation of the Transactions have been duly authorized by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary for the execution and delivery of this Agreement by the Company and, subject to the filing of the Certificate of Merger pursuant to Section 2.2 and obtaining the Stockholder Approval, the performance by the Company of its obligations hereunder and the consummation by the Company of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes a valid and binding obligation of each of Parent and Sub, this Agreement constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors rights generally or by general equitable principles.

Company Approvals. The Company Approvals shall have been obtained for the consummation, as of the Effective Time, of the Transactions, other than any Company Approvals the failure of which to obtain, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect or a Parent Material Adverse Effect; and

Company Approvals. Each of the Parties represents and warrants that it has full corporate power and authority to execute and deliver this MOA, that this MOA has been duly authorized by all necessary corporate action on the part of such Party and that when executed and delivered by each such Party, this MOA will constitute a valid and legally binding obligation of such Party enforceable against such Party in accordance with its terms.

Company Approvals. As of the Closing Date, Company has obtained all consents and approvals, and adopted all resolutions, required to be obtained and/or adopted in connection with the execution of, and the performance of its obligations under, this Agreement, the Ancillary Agreements, and any Bond Documents to which it is a party.

Company Approvals. Upon the terms set forth in this Agreement, the Company shall, at its option, as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, and in any event no later than 24 hours after such effectiveness, seek to obtain the Required Company Stockholder Approval, in the form of an irrevocable written consent.

Company Approvals. The Required Merger Stockholder Votes and the approval of the Board of Directors of the Company shall have been obtained and the Company shall have delivered within 24 hours following the execution and delivery of this Agreement evidence thereof in the form of irrevocable written consents of the holders of the Company Capital Stock representing the Required Merger Stockholder Vote adopting and approving the Merger and this Agreement.