Conditions to Approval Sample Clauses
Conditions to Approval. Without limiting any other reasonable basis for denial of consent to a Transfer, Lessee agrees that it shall be conclusively presumed to be reasonable for Lessor to consider the following requirements in determining whether or not to consent to a proposed Transfer:
(a) No Event of Default shall have occurred and remain uncured under this Lease;
(b) Lessee shall have complied with all provisions of this Article 23, including Section 23.5;
(c) The use of the Premises by the transferee shall comply with the provisions of this Lease and shall not materially increase the risk of an Environmental Claim arising from any Lessee Environmental Activity to be conducted by the transferee at the Premises;
(d) The proposed transferee shall be (or shall commit to hiring a manager or operator that is) experienced in the ownership, management and operation of First Class properties similar to the Premises,
(e) The proposed transferee shall not have filed a petition in bankruptcy, insolvency, reorganization, readjustment of debt, dissolution or liquidation under any law or statute of any government or any subdivision within five (5) years prior to the date of the proposed Transfer;
(f) The proposed transferee shall not (i) be under formal investigation by the Securities and Exchange Commission (the “SEC”) or subject to any SEC proceedings disclosed (or required to be disclosed) on the proposed transferee’s periodic filings with the SEC on the date of the proposed transfer or (ii) subject to a material enforcement action issued by the SEC against the proposed transferee within two (2) years prior to the date of the proposed Transfer;
(g) The proposed transferee shall not have been a party to litigation adverse to Lessor, or the subject of any default proceedings instituted by Lessor as landlord of property leased by the proposed transferee; and
(h) The proposed transferee shall be capable financially of performing Lessee’s obligations under this Lease and all other obligations relating to the Premises.
Conditions to Approval. The approvals of ING Bank and III set forth in Section 2.1 above shall be subject to and conditioned upon the following:
(a) the shares of INGLK owned and held by KB not being transferred to the FHC or exchanged for FHC Shares as part of the FHC Reorganization;
(b) the shares of KB Life owned and held by KB and III not being transferred to the FHC or exchanged for FHC Shares as part of the FHC Reorganization, except as contemplated in Section 3.2 below; and
(c) the FSC (both preliminary and final) and the Board of Directors of KB approving a FHC Reorganization Plan that provides a value of KRW 86.12 billion for III’s twenty percent (20%) interest in KBAM (which is the fair market value determined in accordance with applicable law) so that III shall receive FHC Shares with a value of KRW 86.12 billion in exchange for its shares in KBAM at the Closing. In connection with the foregoing conditions, the KB Parties and the ING Parties hereby agree and covenant that they shall take all such necessary and reasonably desirable action in order to ensure the foregoing conditions are duly satisfied.
Conditions to Approval. TEP shall approve the Customer’s Generating Facility for Parallel Operation with the Distribution System within three (3) Calendar Days upon satisfaction of the last to occur of the following conditions: (a) if required by TEP to accommodate the Interconnection, the Customer has provided to TEP an easement or right-of-way, in TEP’s name, at the Customer’s expense;
Conditions to Approval. UNSE shall approve the Customer’s Generating Facility for Parallel Operation with the Distribution System within three (3) Calendar Days upon satisfaction of the last to occur of the following conditions: (a) if required by UNSE to accommodate the Interconnection, the Customer has provided to UNSE an easement or right-of-way, in UNSE’s name, at the Customer’s expense; (b) if required, UNSE has received notification from the government authority having jurisdiction of the final electrical clearance for the Generating Facility; (c) the Customer has submitted to UNSE all necessary supplemental documents as specified by UNSE; (d) if UNSE deems necessary in its reasonable discretion or if requested by the Customer, UNSE has (i) performed a site inspection of the Customer’s Generating Facility, and (ii) verified, at a minimum, the requirements described in Arizona Administrative Code R14-2-2621.
B.1 7, as may be amended from time-to-time; (e) UNSE has confirmed that Customer has satisfied all applicable requirements in UNSE’s Interconnection Manual; (f) Customer has paid to UNSE all outstanding amounts owed, as specified in Appendix C; (g) UNSE has installed appropriate meter equipment; and (h) this Agreement is fully executed by the Parties.
Conditions to Approval. As a condition of the City’s approval of the Assignment, Delta Container, ACES and the City Agree as follows:
Conditions to Approval. 13.4.1 It is understood and agreed that, without limiting Landlord's right of consent as provided herein, Landlord's withholding consent shall be deemed reasonable if the proposed assignment or sublease fails to meet any one or more of the following criteria:
(i) neither the proposed Transfer nor the proposed use of the Premises by the proposed transferee shall conflict with or result in a breach of Subsections 2.2 (Restriction on Use), 7.2 (Consent Required for Hazardous Substances), or 13.8 (Non-Competition), or any other provision of this Lease, nor shall it violate any exclusivity arrangement that Landlord may then have with any other tenant of the Facility; (ii) the proposed transferee shall not be a governmental entity; (iii) if Tenant's obligations under this Lease have been guaranteed by one or more third parties, then
Conditions to Approval. Without limiting any other reasonable basis for denial of consent to a Transfer, Lessee agrees that it shall be conclusively presumed to be reasonable for Lessor to consider the following requirements in determining whether or not to consent to a proposed Transfer: (i) no Event of Default shall have occurred and remain uncured, (ii) Lessee shall have complied with all provisions of this Article 22, including Section 22.4, (iii) the use of the Premises by the transferee shall comply with the provisions of this Lease, (iv) the proposed transferee (or those entities or persons in a position to control business decisions of the transferee, or any property manager or investment advisor engaged by it to manage its interest in the Premises) shall have a business reputation appropriate to the Stanford Research Park, and be experienced in the ownership, management and operation of First Class properties similar to the Premises, and (v) the proposed transferee shall be capable financially of performing Lessee’s obligations under this Lease and all other obligations relating to the Premises.
Conditions to Approval. The obligations of the Holders to participate in the Approved Sale of the Company are subject to the satisfaction of the following conditions:
(i) upon the consummation of the Approved Sale, each Holder shall receive the same form and amount of consideration (in proportion to the respective amounts of each class of Security that such Holder owns or has the right to acquire, but with identical rights and preferences, without giving effect to any minority or majority ownership interests or voting interests) as each other Holder of such class of Security or if any Holders are given an option as to the form and amount of consideration to be received, each such Holder shall be given the same option (in proportion to the respective amounts of each class of Security that such Holder owns or has the right to acquire, but with identical rights and preferences, without giving effect to any minority or majority ownership interests or voting interests); and
(ii) each Warrant Security Holder shall have the option, in lieu of participating in the Approved Sale as provided in Section 7(b)(i), to elect to sell to the buyer(s) in such Approved Sale all (but not less than all) of the Warrants or Warrant Shares then held by such Warrant Security Holder, with the purchase price for such sale to be equal to the price being paid under Section 7(b)(i) but the consideration to be delivered being cash or cash equivalents (subject to indemnity or holdback obligations as provided in Section 7(e)) regardless of the form of consideration received by the other Holders in the Approved Sale. Any such election by a Warrant Security Holder must be made within three (3) business days following notice to the Warrant Security Holder that the Company's Governing Body has approved the Sale of the Company.
Conditions to Approval. A. This contract is subject to approval by the State of Alaska Board of Education, and shall create no enforceable rights in either party unless and until the contract is so approved.
B. Approval of this contract by the Fairbanks North Star Borough School District Board of Education is not a commitment to fund the contract in any year except the 2021/2022 school year, and funding for the 2021/2022 school year is expressly contingent upon the terms and conditions of the motion by which this contract is approved by the Fairbanks North Star Borough School District Board of Education.
Conditions to Approval a. Approval of the revised final PD Plan.
b. The Developer’s engineer shall design an offsite sidewalk extension along Union Lake Road and submit said plan to the Township as part of the PD Plan, and allocate funds in the estimated amount of $20,000 towards construction of said sidwalk extension.