Elections and Approvals Sample Clauses

Elections and Approvals. (1) The obligation of each of the Purchasers to purchase, and the Corporation’s obligation to issue and sell the Series B Preferred Shares is subject to Exchange Approval. (2) The Corporation covenants and agrees with the Purchasers that it will (a) use its best commercial efforts to maintain the listing and posting for trading of the Common Shares on the TSX or a national securities exchange or automated quotation system in the U.S. (each an “Eligible Market”) and (b) maintain its status as a reporting issuer, or the equivalent thereof, not in default of the requirements of Canadian Securities Laws, for as long as the Series B Preferred Shares remain issued and outstanding. (3) The Corporation covenants and agrees with the Purchasers that if the Corporation, in accordance with the terms of the Series B Preferred Shares set out in Schedule B hereto, elects to pay dividends on the Series B Preferred Shares in kind in the form of additional Series B Preferred Shares, then at the time of issuance of such additional Series B Preferred Shares, the Common Shares (or other securities as contemplated in the terms set out in Schedule B hereto) to be issued upon conversion of such additional Series B Preferred Shares must be listed and posted for trading on an Eligible Market. (4) The obligation of each of the Purchasers to purchase, and the Corporation’s obligation to issue and sell the Series B Preferred Shares is subject to the election of holders of not less than 66 2/3% of Class B Shares to convert all the Class B Shares owned by such holders into Common Shares, in accordance with the Corporation’s Constating Documents, by no later than immediately prior to the time of Closing on the Closing Date. The Corporation will promptly give written notice to the Purchasers, in accordance with Section 7.07, once such election has been made.
Sample 1Sample 2
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Elections and Approvals. Any election or any matter that is subject to approval by the Managers shall require the joint election or approval of the HMG Managers (as to one vote) on the one hand and the Trust Managers (as to one vote) on the other hand.
Sample 1

Related to Elections and Approvals

  • Authorizations and Approvals Each Borrower shall promptly obtain, from time to time at its own expense, all such Governmental Approvals as may be required to enable such Borrower to comply with its obligations, under the Loan Documents and its Constituent Documents, and to conduct its business in the customary fashion.

  • Filings and Approvals Cooperate with the other in the preparation and filing, as soon as practicable, of (A) the Applications, (B) the Proxy Statement, (C) all other documents necessary to obtain any other approvals, consents, waivers and authorizations required to effect the completion of the Merger and the other transactions contemplated by this Agreement, and (D) all other documents contemplated by this Agreement;

  • Consents and Approvals No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.

  • Filings, Consents and Approvals The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby and (iv) such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

  • Consent and Approvals Except as otherwise expressly provided, in order to be effective, all consents or approvals required under this Agreement must be in writing.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • Licenses and Approvals Contractor shall obtain and keep current all necessary licenses, approvals, permits and authorizations required by Applicable Laws to provide the Work. Contractor will be responsible for all fees and taxes associated with obtaining such licenses, approvals, permits and authorizations, and for any fines and penalties arising from its noncompliance with any Applicable Law.

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser and Seller to perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to Purchaser, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement and the Operative Agreements shall have occurred.

  • Permits and Approvals Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary in the performance of this Agreement. This includes, but shall not be limited to, encroachment permits and building and safety permits and inspections.

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