Partner Approvals Sample Clauses

Partner Approvals. This Agreement and the transactions contemplated ----------------- hereby shall have been approved by appropriate action of the general partner and the other Partners, as required, of Whitco and resolutions to that effect in form and substance reasonably satisfactory to Wentworth and its counsel, shall have been delivered to Wentworth.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Partner Approvals. Within seven (7) business days of the Effective Date Seller shall obtain all requisite approvals of its partners to the proposed sale.
Sample 1Sample 2
Partner Approvals. Each Partner agrees not to sell, assign, or otherwise transfer (collectively, a "Transfer") all or any part of its interest in the Partnership. Any purported Transfer (including a purported Transfer upon the foreclosure of or other realization upon a security interest) which is made by a Partner is void and shall be of no effect whatsoever.
Sample 1Sample 2
Partner Approvals. No action may be taken by the Managing Partner or the Partnership in connection with any of the matters listed on Schedule 5.1(d) (to the extent -42- December 12, 1996 48 provided in Schedule 5.1(d)) without the prior written consent of the Non-Managing Partner, except that the Non-Managing Partner shall be deemed to have consented to any action for purposes of this Section 5.1(d) if the action was specifically described in a Proposed Budget for the Fiscal Year in which the action was taken and the Non-Managing Partner failed to object to such action in a Budget Objection pursuant to Section 5.2(c) or was specifically described in the budget for the period ending December 31, 1997 that was included in the Initial Business Plan.
Sample 1
Partner Approvals. Evidence of (i) approval of the transactions described herein by all parties to the Partnership Agreement and the Ratification of Agreement, and (ii) mutual general releases from all Partners of the Partnership and all parties to the Ratification of Agreement, all in such form as reasonably required by Sellers to accomplish the foregoing (collectively, the "Partner Approvals"); and
Sample 1
Partner Approvals. Written approvals by Partners may be given in lieu of a meeting of Partners. A written approval may be in one or more instruments each of which may be signed by one or more Partners. A written approval need not be signed by all Partners or by all Partners of the class of Partners whose approval is required unless the approval of all Partners or all Partners of the class in question is required, but notice shall be given to all Partners of action proposed to be taken by written action, or an approval given by written action.
Sample 1
Partner Approvals. (a) The parties' obligations under this Agreement with respect to the sale of the Alexandria Interest and the Temple Interest are subject to Seller obtaining the Partnership Consents. (b) As an alternative to obtaining the applicable Partnership Consent, Seller may obtain the written agreement of Robexxx xxx/or the White Trusts for the purchase on the Closing Date by Seller of the Robexxx Xxxerest or the White Interests, respectively. Purchaser agrees to cooperate with Seller in negotiating any such agreements and in consummating any transaction agreed to by Seller, Purchaser, and the seller(s) of such interest. Notwithstanding the foregoing, the purchase price for the Robexxx Xxxerest shall not exceed Three Million One Hundred Sixty-Seven Thousand and No/100 Dollars ($3,167,000.00) and the purchase price for the White Interests shall not exceed Twelve Million Four Hundred Thousand and No/100 Dollars ($12,400,000.00) less fifty percent (50%) of the outstanding principal balance of the NML Loan on the Closing Date. The purchase price for the Robexxx Xxxerest or the White Interests shall be in cash unless Purchaser, Seller and the seller(s) of such interest mutually agree on another form of consideration, such as, at Purchaser's option, shares of Purchaser having a value equal to the applicable purchase price. If Purchaser elects to permit the payment of the purchase price by issuing shares of Purchaser's stock, such shares shall be issued on such terms and conditions as Purchaser shall require, including, without limitation, the terms and conditions contained in the form of the Shareholder Agreement attached as EXHIBIT 3.4(B) hereto. (c) In the event that Robexxx xxx/or the White Trusts agree to the sale of the Robexxx Xxxerest and/or the White Interests, Purchaser shall purchase the Robexxx Xxxerest and/or the White Interests from Seller on the Closing Date at a purchase price determined in the manner described in Section 3.4(b), or Purchaser shall have the right to elect to purchase, as part of the Closing, the Mall Assets with respect to Alexandria Mall and/or the Mall Assets with respect to Temple Mall directly from Alexandria or Temple, respectively, rather than acquiring the Alexandria Interest and the Robexxx Xxxerest or the Temple Interest and the White Interests, as the case may be. The parties obligations with respect to the sale of the Mall Assets with respect to Temple Mall and Purchaser's right to purchase the Mall Assets with respect to Temple...
Sample 1
AutoNDA by SimpleDocs
Partner Approvals. The first three (3) sentences of Section 3.4(d) are hereby deleted in their entirety and replaced with the following sentence: "Purchaser shall have the right to continue to participate during the Inspection Period in discussions or negotiations with the White Trusts to obtain the White Consents."
Sample 1
Partner Approvals 
Sample 1Sample 2Sample 3

Related to Partner Approvals

  • Shareholder Approvals (a) Each of Peoples and Limestone shall take all action necessary in accordance with applicable law and their respective organizational documents to duly call, give notice of, convene and, as soon as practicable after the Registration Statement is declared effective, hold a meeting of its shareholders and, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the relevant shareholder approvals, in each case as promptly as practicable for the purpose of obtaining the Requisite Peoples Vote and the Requisite Limestone Vote. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Joint Proxy Statement/Prospectus to the shareholders of each party. Each member of the Limestone Board shall have executed and delivered to Peoples a Support Agreement concurrently with the execution of this Agreement. (b) Except in the case of an Acceptance of Superior Proposal permitted by Section 6.06, Limestone shall solicit, and use its reasonable best efforts to obtain, the Requisite Limestone Vote at the Limestone Meeting. Subject to Section 6.06(d), Limestone shall (i) through the Limestone Board, recommend to its shareholders adoption of this Agreement (the “Limestone Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. Limestone hereby acknowledges its obligation to submit this Agreement to its shareholders at the Limestone Meeting as provided in this Section 6.02. If requested by Peoples, Limestone will engage a proxy solicitor, reasonably acceptable to Peoples, to assist in the solicitation of proxies from shareholders relating to the Requisite Limestone Vote. (c) Peoples shall solicit, and use its reasonable best efforts to obtain, the Requisite Peoples Vote at the Peoples Meeting. Peoples shall (i) through the Peoples Board, recommend to its shareholders adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein, as required by this Section 6.01(c) (the “Peoples Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. The Peoples Board shall at all times prior to and during the Peoples Meeting recommend the approval and adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of Limestone or take any other action or make any other public statement inconsistent with such recommendation.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Prior Approvals This Contract shall not be binding unless and until all requisite prior approvals have been obtained in accordance with current State law, bulletins, and interpretations.

  • Approvals No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

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

  • 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).

  • Member Approval The “vote” or “approval” of the Members shall mean approval by a majority percentage of Membership Interest. Members shall vote or approve by their percentage interest as shown on Exhibit A of this Agreement. No annual or regular meetings of the Members are required. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act.

  • Approvals and Consents Subject to any express provision in this Agreement to the contrary, a Party may conditionally or unconditionally give or withhold any consent to be given under this Agreement.

  • Antitrust Approvals All terminations or expirations of waiting periods imposed by any Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement, including under the HSR Act and any other Antitrust Laws, shall have occurred and all other notifications, consents, authorizations and approvals required to be made or obtained from any Governmental Entity under any Antitrust Law shall have been made or obtained for the transactions contemplated by this Agreement.

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!