Requirement for approval Sample Clauses

Requirement for approval. Each party understands that implementation of the agreements documented in this MOU will require the approval of the general membership of each organization at its annual meeting pursuant to each organization’s bylaws. Each party shall place approval of the agreements documented in this MOU, including all necessary amendments to each organization’s bylaws, on the agenda of its 2010 annual meeting. Failure to receive approval by any one of the organizations shall result in the voiding of this MOU.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Requirement for approval. None of the actions listed below shall be taken by the Company, without approval by each of the Shareholders, subject to Law of Land (A) any amendment to the memorandum or articles of association of the Company; (B) any change to the rights attaching to any class of shares in the Company which are not set out in the memorandum or articles of association of the Company; (C) the creation, consolidation, sub-division, conversion or cancellation of any share capital of the Company; (D) any reduction of the share capital of the Company; (E) the purchase or redemption of any share capital of the Company; (F) any application for the listing of any shares or other securities of the Company on any stock exchange or for permission for dealings in any shares or other securities of the Company in any securities market; (G) any resolution to wind up the Company; (H) the filing of a petition for winding up by the Company or the making of any arrangement with creditors generally or any application for an administration order or for the appointment of a receiver or administrator; (I) the repayment of capital or assets to members; (J) any material change in the nature or scope of the Business, including the introduction or discontinuance of any field of activity and the new business Plans or expansion of the business of the Company, or the establishment of any business, outside [Andhra Pradesh]; (K) other than pursuant to [the O&M Contract, the Construction Contract, the Concession Agreement, [the EPC]] the entering into, variation or termination of any agreement or arrangement outside the ordinary scope of the Business or which is intended to bind the Company for longer than 12 months; (L) the commencement or settlement in any jurisdiction of legal or arbitration proceedings other than routine debt collection which involve or might involve an amount (including related costs) in excess of Rs. 5,00,000.00 or which proceedings are between the Company and any Shareholder or an Affiliate of any Shareholder; (M) making any investment, or the liquidation of any investment made by the Company, in any other person or business; (N) other than pursuant to the O&M Contract, the Construction Contract, the Concession Agreement, the acquisition or disposal of any asset related to the Project; (O) other than pursuant to the O&M Contract, the Construction Contract, the Concession Agreement, the disposal of, or the grant of any option or right of pre-emption in respect of, any asset other ...
Sample 1
Requirement for approval. (A) None of the Reserved Matters listed below shall be taken by the Company or any member of its Group, and the Shareholders shall not vote in favour of any resolution in respect of any such actions, without Requisite Approval. (B) The Company and its Group shall not enter into, vary, terminate or renew any transaction of the Company or any member of its Group with (i) a Shareholder or (ii) any member of such Shareholder’s Group or (iii) any director or officer of any Shareholder or of any member of such Shareholder’s Group, and the Shareholder shall not vote in favour of any resolution in respect of any such transaction, without the prior written approval of the other Shareholder, other than: (i) any contract or agreement with an annual contract value not exceeding €1 million, provided that in any Accounting Period the aggregate value of all such contracts or agreements does not exceed €5 million provided that in each case such contracts or agreements are on arm’s length terms and in the ordinary course of trading; (ii) any such transaction involving the making or disposal of any investments, the acquisition or disposal of any assets or any similar or analogous transactions, with an aggregate value (including assumed liabilities) of less than €5 million; or (iii) a transaction pursuant to an Ancillary Agreement.
Sample 1

Related to Requirement for approval

  • Application for approval 3.1. The application for approval of a vehicle type with regard to the AEBS shall be submitted by the vehicle manufacturer or by his authorised representative. 3.2. It shall be accompanied by the documents mentioned below in triplicate: 3.2.1. A description of the vehicle type with regard to the items mentioned in paragraph 2.4., together with a documentation package which gives access to the basic design of the AEBS and the means by which it is linked to other vehicle systems or by which it directly controls output variables. The numbers and/or symbols identifying the vehicle type shall be specified. 3.3. A vehicle representative of the vehicle type to be approved shall be submitted to the Technical Service conducting the approval tests.

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

  • No Government Recommendation or Approval The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Shares.

  • Requests for Approval If the Administrative Agent requests in writing the consent or approval of a Lender, such Lender shall respond and either approve or disapprove definitively in writing to the Administrative Agent within ten Business Days (or sooner if such notice specifies a shorter period for responses based on Administrative Agent’s good faith determination that circumstances exist warranting its request for an earlier response) after such written request from the Administrative Agent. If the Lender does not so respond, that Lender shall be deemed to have approved the request.

  • Required Approval Any indemnification under this Article shall be made by the Trust if authorized in the specific case on a determination that indemnification of the Agent is proper in the circumstances by (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Agent was not liable by reason of Disqualifying Conduct (including, but not limited to, dismissal of either a court action or an administrative proceeding against the Agent for insufficiency of evidence of any Disqualifying Conduct) or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Agent was not liable by reason of Disqualifying Conduct, by (1) the vote of a majority of a quorum of the Trustees who are not (x) “interested persons” of the Trust as defined in Section 2(a)(19) of the 1940 Act, (y) parties to the proceeding, or (z) parties who have any economic or other interest in connection with such specific case (the “disinterested, non-party Trustees”); or (2) by independent legal counsel in a written opinion.

  • 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.

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

  • 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.

  • No Consent or Approval Required No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets is required for the issue and sale of the Shares, the execution, delivery and performance of this Agreement by the Company, the consummation of the transactions contemplated hereby, the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in the Registration Statement and the Prospectus, except for (i) the registration of the Shares under the Securities Act; (ii) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act, and applicable state or foreign securities laws and/or the bylaws and rules of the Financial Industry Regulatory Authority (the “FINRA”) in connection with the sale of the Shares by the Agent; and (iii) the inclusion of the Shares on the Nasdaq Capital Market (the “Exchange”).

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

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