Liquid Audio's Approval Sample Clauses

Liquid Audio's Approval. So long as Liquid Audio is a shareholder of ----------------------- LAK, the following actions shall not be taken by LAK without prior approval of Liquid Audio. Such approval of Liquid Audio shall be considered given upon (a) a special Board resolution approved by three (3) members of the Board of Directors, or (b) a special shareholder resolution approved by [*] of the outstanding shares of LAK. (a) Making any basic change in the general nature or scope of business of LAK; (b) Amending the Articles of LAK, including, without limitation, any increase or decrease in the number of authorized shares of LAK, any change in the rights, preferences or privileges of the Shares and any increase or decrease in the authorized number of directors on the Board; (c) Removing the directors nominated by Liquid Audio; (d) Dissolving or liquidating LAK; (e) Issuing any security of LAK, whether shares securities convertible into shares, other equity securities or debt securities (except that LAK may issue shares under Section 2.5 without further approval by Liquid Audio); (f) Merging or consolidating LAK with another Person, or selling, leasing, pledging, mortgaging, encumbering or otherwise disposing of all or substantially all of the assets of LAK, whether in one transaction or a series of transactions; * Certain information in this Exhibit has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (g) Establishing a business relationship with any direct competitor of Liquid Audio; (h) Investing in any other Person; (i) Entering into any agreement or transaction (except this Agreement, the Reseller Agreement and Consulting Agreement) with or for the benefit of any director or shareholder of LAK or an Affiliate (or any direct lineal descendent or ancestor, sibling, spouse, mother-in-law, father-in-law, son-in-law or daughter-in-law) of such director or shareholder; (j) Amending the business plan of LAK; (k) Appointment, employment and compensation decisions and scope of responsibility for officers of LAK, including salary and wages, cash advances and relocation expenses; (l) Capital expenditures for single items of 100,000,000 Won or more; (m) Entering into contracts that have a term in excess of one year or that require aggregate payments of 100,000,000 Won or more; (n) Disposition or transfer to a third party of at least 20% of LAK's assets; (o) Authorizing loans by LAK, except for payment ter...
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Related to Liquid Audio's Approval

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • Regulatory Approval 25.1 The Parties understand and agree that this Agreement and any amendment or modification hereto will be filed with the Commission for approval in accordance with Section 252 of the Act and may thereafter be filed with the FCC. The Parties believe in good faith and agree that the services to be provided under this Agreement are in the public interest. Each Party covenants and agrees to fully support approval of this Agreement by the Commission or the FCC under Section 252 of the Act without modification.

  • Required Regulatory Approvals (a) The obligations of each Party under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicable, the NYISO and the PSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. (b) If any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEG.

  • Settlement Approval The approval of the Master Servicer need not be requested for disposition of insurance loss settlements and the Servicer may disburse the loss proceeds as provided herein.

  • Consents, Approvals, Etc No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, or the Insider Letter, except for the registration under the Act and the Exchange Act of the Securities, and such as may be required under the state securities or blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Registration Statement, Statutory Prospectus and the Prospectus.

  • Final Approval After Acceptance, Engineer shall perform any required modifications, changes, alterations, corrections, redesigns, and additional work necessary to receive Final Approval by the County. "Final Approval" in this sense shall mean formal recognition that the Engineering Services have been fully carried out.

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

  • FERC Approval Notwithstanding any other provision of this Appendix 2, no termination hereunder shall become effective until the Interconnected Entities and/or Transmission Provider have complied with all Applicable Laws and Regulations applicable to such termination, including the filing with the FERC of a notice of termination of the Interconnection Service Agreement, and acceptance of such notice for filing by the FERC.

  • Marketing Consent The Borrowers hereby authorize JPMCB and its affiliates (collectively, the "JPMCB Parties"), at their respective sole expense, but without any prior approval by the Borrowers, to publish such tombstones and give such other publicity to this Agreement as each may from time to time determine in its sole discretion. The foregoing authorization shall remain in effect unless and until the Borrower Representative notifies JPMCB in writing that such authorization is revoked.

  • Consents, Licenses, Approvals, etc Lender shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by Borrower, and the validity and enforceability, of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect.

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