Purchaser Approvals. The Company and each Purchaser acknowledge and agree that the Company shall not be authorized, without any Required Purchaser Approval (in addition to any approvals required hereunder, pursuant to the Certificate or applicable law), to take, cause, permit or authorize any of the following actions (each a "Significant Transaction"), and any attempt to take or authorize any such Significant Transaction without such Required Purchaser Approval shall be deemed void ab initio:
(i) authorize, amend, alter or repeal any provision of the Certificate (including resolutions of the Board setting forth the terms of any class or series of capital stock) or By-Laws;
(ii) authorize, issue or enter into any agreement providing for the issuance (contingent or otherwise) of, or reclassification of any security into any capital stock or other Equity Securities (or any securities convertible into or exercisable or exchangeable for any capital stock or other Equity Securities) of the Company, other than pursuant to an employee stock option plan or other benefit plan, which stock option or other benefit plan shall have received any Required Purchaser Approval, or pursuant to the terms of any Equity Securities issued in the transactions contemplated by the Merger Agreement (including, without limitation, pursuant to the Canadian Transaction Agreements);
(iii) subject to Section 253 of the DGCL, authorize or enter into any merger, consolidation, reorganization, amalgamation, recapitalization or other form of business combination involving the Company or any direct or indirect sale or other disposition of all or substantially all of the business or assets of the Company;
(iv) authorize, permit or effect the liquidation, dissolution or winding up in any form of transaction (including, without limitation, any reorganization into partnership or other non-corporate form) of the Company or the commencement by the Company of a voluntary case or proceeding under title 11 of the United States Code, 11 U.S.C. 'SS''SS' 101 et seq. (the "Federal Bankruptcy Act") or any other similar federal or state law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent (whether by action or inaction) by the Company, to the entry of a decree or order for relief in respect of the Company, in an involuntary case or proceeding under the Federal Bankruptcy Act or any other similar federal or state law or to the commencement of any bankruptcy or insolvency case or proceed...
Purchaser Approvals. The arrangement of Schedules to correspond to Sections in this Agreement is for convenience only, and information disclosed in any Schedule is to be considered disclosed in all other Schedules, without further action or reference made to such information by the Vendor.
Purchaser Approvals. Other than changes to the Work pursuant to Section 6.2, Seller acknowledges and agrees that any review, approval, comment or evaluation by Purchaser of any plans, drawings, specifications or other documents prepared by or on behalf of Seller or any inspection of the Work, Project, or Project Real Property by Purchaser, its agents, or representatives shall be solely for Purchaser’s determining for Purchaser’s own satisfaction of the suitability of the Project for use as battery energy storage facility, and may not be relied upon by Seller, Subcontractors, or any other third party as a substantive review or acceptance thereof. Other than changes to the Work pursuant to Section 6.2, Purchaser, in reviewing, approving, commenting on or evaluating any plans, drawings, specifications or other documents, shall have no responsibility or liability for the accuracy or completeness of such documents, for any defects, deficiencies or inadequacies therein or for any failure of such documents to comply with the Requirements; the responsibility for all of the foregoing matters being the sole obligation of Seller. Other than changes to the Work pursuant to Section 6.2, in no event shall any review, approval, comment or evaluation by Purchaser relieve Seller of any liability or responsibility under this Agreement, it being understood that Purchaser is at all times ultimately relying upon Seller’s skill, knowledge and professional training and experience in preparing any plans, drawings, specifications or other documents. 29
Purchaser Approvals. Medix shall have obtained all necessary filings, approvals, consents and waivers to effect the transactions contemplated by the Merger Documents, including but not limited to, any approvals, consents or filing under the Securities Act, the Exchange Act, the rules and regulations under AMEX and the approval of the stockholders of Medix relating to the execution, delivery and performance of this Agreement and the Merger.
Purchaser Approvals. All authorizations, consents and approvals, if any, and filings, if any, with any governmental authority that are required for Purchaser to validly execute, deliver and perform this Agreement, or to consummate the transactions provided for in this Agreement, shall have been obtained or made.
Purchaser Approvals. Purchaser shall have secured all permits, consents, approvals and authorizations, that are not Company Approvals, necessary or required for Purchaser to lawfully consummate the transaction contemplated by this Agreement (“Purchaser Approvals”). Purchaser shall diligently pursue the application for and obtaining of the Purchaser Approvals and shall keep Sellers advised with respect thereto. A list of Purchaser Approvals is set forth on Schedule 8.6.
Purchaser Approvals. Prior to the Closing, the Purchaser shall take all corporate actions necessary to approve this Agreement, the Merger, and Reverse Stock Split transaction, including, without limitation, the following: (i) with respect to approval of this Agreement and the Merger, obtain the Purchaser Stockholder Approval, and (ii) with respect to the Reverse Stock Split, (A) obtain the unanimous written consent of the Purchaser Board, and (B) obtain the affirmative vote of a majority of the outstanding shares of the Purchaser Common Stock approving the Reverse Stock Split and related amendments to the Purchaser Certificate of Incorporation (“Reverse Stock Split Consent”). Prior to the consummation of the Reverse Stock Split, the Purchaser will provide all required notifications relating to the record date and effective date for the Reverse Stock Split with FINRA and in a Form 8-K to be filed with the SEC.
Purchaser Approvals. Purchaser shall have affirmatively approved in writing those matters set forth in Sections 5.0 and 6.0, and shall have issued a Suitability Notice.
Purchaser Approvals. (a) Subject to the approval of the UK Financial Services Authority (acting in its capacity as the competent authority for the purposes of Part VI of the (UK) Financial Services and Markets Act (2000) and the Irish Stock Exchange (which approvals Purchaser Guarantor agrees to use reasonable best efforts to obtain) and to the timely provision of all necessary information by Seller in accordance with Section 5.13(d)(i), Purchaser Guarantor shall post its shareholder circular (convening an extraordinary general meeting of shareholders to approve the Purchaser Shareholder Approval as soon as reasonably practicable following posting of the circular) as soon as reasonably practicable following the date hereof and in any event not later than 30 Business Days following the date hereof. The Purchaser Guarantor’s directors shall cause the resolutions for the Purchaser Shareholder Approval to be put to a vote of shareholders of the Purchaser Guarantor (whether or not there has been any change in the recommendation by Purchaser Guarantor’s Board) and, if such resolutions are not passed on a show of hands, Purchaser’s Guarantor shall procure that a poll shall be demanded by the Chairman of Purchaser Guarantor. Insofar as is consistent with the fiduciary duties of the Purchaser Guarantor’s directors, the Purchaser Guarantor’s directors shall recommend to shareholders that they vote in favor of such resolutions.
(b) Promptly (and in any event by no later than the Business Day following the date of the Purchaser Shareholder Approval) upon obtaining the Purchaser Shareholder Approval, Purchaser Guarantor shall give all notices, make all filings, and take all other actions which it is capable of taking that are necessary to obtain admission (nil paid) to the Official Lists of the UK Listing Authority and the Irish Stock Exchange and to trading on the London Stock Exchange’s and the Irish Stock Exchange’s market for listed securities of the new ordinary shares in Purchaser to be issued pursuant to the Rights Issue becoming effective.
(c) Purchaser Guarantor agrees not to amend or waive any right it may have under the Underwriting Agreement without the prior written consent of Seller insofar as such right concerns the obligations of the underwriters to underwrite the Rights Issue. At the request of Seller, Purchaser Guarantor agrees to take all steps necessary to enforce the provisions of the Underwriting Agreement insofar as such provisions concern the obligations of the unde...
Purchaser Approvals. WTI, with Seller's cooperation, shall use Commercially Reasonable Efforts to obtain (i) written approvals of Governmental Authorities for Seller to transfer (or if appropriate, the reissuing authority to reissue) the Transferable Permits to WTI as of Closing, (ii) the approvals of the XXX, Washington County and Xxxxxx County to the Restructuring and the transactions contemplated thereby and the execution and performance of the Facility Transfer Agreement, including but not limited to all XXX-ARRA Deliverables and (iii) permits listed on the Purchaser Approvals Schedule (collectively, "Purchaser Approvals"). Seller agrees to cooperate with WTI in securing the Purchaser Approvals and shall bear any expenses it incurs in connection with such cooperation. WTI shall bear all other costs in connection with securing such Purchaser Approvals.
