Purchaser Approval. The Company's Board of Directors shall have approved this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated herein and therein.
Purchaser Approval. The Purchaser shall have approved the FIS Closing as required under Section 2.12 , if applicable.
Purchaser Approval. The Purchaser shall have approved the IDIT Closing as required under Section 2.12 , if applicable.
Purchaser Approval. Except as otherwise provided herein or in the Indenture, whenever the approval, waiver, or consent of Purchaser is required herein, such approval, waiver, or consent shall be signified by an individual listed on an incumbency certificate on file with the Trustee on which the Trustee may conclusively rely.
Purchaser Approval. From and after the Effective Date, for so long as Purchaser holds at least ten percent (10%) of the outstanding Common Stock, the Company shall not, either directly or indirectly, by merger, consolidation or otherwise, take any of the following actions without (in addition to any other vote required by contract, law or the Restated Certificate) the written approval of the Purchaser:
(i) Sell, transfer, exclusively license or encumber any material technology or intellectual property of the Company, other than licenses granted to customers in the ordinary course of business, other than in connection with a Proposed Sale or an Acquisition Offer effected in compliance with the provisions and procedures set forth in this Agreement and other than as unanimously approved by the Board;
(ii) Approve or make any material changes to the job duties or the compensation of executive officers of the Company, other than as unanimously approved by the Board;
(iii) Merge, consolidate or otherwise combine with any another entity, or sell or license all or a substantial portion of its assets, except in compliance with the provisions and procedures set forth in this Agreement;
(iv) Adopt or amend any business plan of the Company or annual budget, other than as unanimously approved by the Board;
(v) Undertake any transaction outside the ordinary course of business between or among the Company, on the one hand, and Parent or its Subsidiaries, on the other hand, including, without limitation, granting a security interest in any of the assets or properties of the Company or its Subsidiaries for any indebtedness, obligations or liabilities of Parent or its 18 Affiliates (other than the Company and the Company’s Subsidiaries) and making loans or advancements between the Company, on the one hand, and Parent or its Subsidiaries (other than the Company’s Subsidiaries), on the other hand; provided, however, that the written approval of Purchaser shall not be required with respect to intercompany advances or transfers of working capital made in accordance with Section 2(b) hereof or with respect to other such transactions outside the ordinary course of business that are unanimously approved by the Board;
(vi) Make any material change in the existing business of the Company and its subsidiaries or the commencement of any new line of business not substantially related to the existing lines of business;
(vii) Acquire any entity or all or a substantial portion of the assets of any entity, ma...
Purchaser Approval. The board of directors of General Partner shall have duly and validly authorized Purchaser to deliver the Purchase Price required hereunder and to consummate each of the transactions contemplated hereby.
Purchaser Approval. NYSERDA has the right not to allow a Purchaser to participate in the Program or to ban any Purchaser from future participation in the Program for failure to meet these terms and conditions or other applicable requirements of the Program in addition to any other legal remedies available under law.
Purchaser Approval. For the purposes of the OFT approving a proposed purchaser for the Acergy Falcon in accordance with these undertakings, Subsea 7 and/or GSP shall satisfy the OFT that:
Purchaser Approval. The board of directors of the Purchaser, after considering the transactions contemplated by this Agreement, has determined:
(a) to authorize the Purchaser to consummate the transactions contemplated by this Agreement on the terms set forth herein and in the Plan of Arrangement; and
(b) to authorize the Purchaser to execute and deliver this Agreement.
Purchaser Approval. Each Purchaser shall have received the requisite approvals necessary to consummate such Purchaser's purchase of the Securities.
