Prior Board Approval Sample Clauses

Prior Board Approval. (a) Nothing herein (including Section 2.2 or 2.3) shall grant the Advisor the right, power or authority to (x) enter into any acquisition or disposition by or on behalf of the Corporation Group of any Property absent the prior approval of the Board of Directors (including a majority of all Independent Directors) in excess of de minimis investments (pursuant to such thresholds as may be established by the Board of Directors from time to time) or (y) take such other activity or make any other decision by or on behalf of the Corporation Group as is described in the Offering Circular, the Articles or the Bylaws as requiring the prior approval of the Board of Directors (including a majority of Independent Directors) until such approval is obtained. (b) The prior approval of a majority of the Independent Directors and a majority of the Directors not otherwise interested in the transaction will be required for each transaction with the Sponsor, Advisor or its Affiliates. (c) Notwithstanding Section 2.3, the Board of Directors (including the Independent Directors) may, at any time upon not less than 10 days’ prior notice to the Advisor, limit or revoke the authority set forth in Section 2.3, including requiring prior approval by the Board of Directors (including the Independent Directors) of any matter or transaction set forth in Section 2.2 or 2.3, whereafter, unless and until modified by the Board of Directors (including the Independent Directors), the Advisor shall submit to the Board of Directors for prior approval such proposed transactions or matters. (d) The Corporation may not borrow money from the Sponsor, the Advisor or any Affiliate of the Sponsor or Advisor, unless a majority of the Board of Directors (including a majority of the Independent Directors) not otherwise interested in such transaction approve the transaction as being fair, competitive, and commercially reasonable and no less favorable to the Corporation than loans between unaffiliated parties under the same circumstances.
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Related to Prior Board Approval

  • Board Approval The Board of Directors of Company has, as of the date of this Agreement, (i) determined that the Merger is fair to, and in the best interests of Company and its shareholders, and has approved this Agreement and (ii) declared the advisability of the Merger and recommends that the shareholders of Company approve and adopt this Agreement and approve the Merger.

  • Director Approval The Board of Directors of Holdings shall have approved this Agreement and the transactions contemplated herein.

  • 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).

  • Prior Approval The Engineer shall not assign, subcontract or transfer any portion of professional services related to the work under this contract without prior written approval from the State.

  • 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.