Requisite Approval. Notwithstanding anything in this Agreement to the contrary, Employee shall not be eligible for, or entitled to receive, any payments, benefits, or other rights that Employee would otherwise possess under this Agreement to the extent such amounts, together with any other payments, benefits or rights Employee is eligible to receive in connection with a change of control within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") (a "Statutory Change of Control"), would exceed 2.99 times his "base amount," as such term is defined in Section 280G of the Code and the proposed Treasury Regulations thereunder (the "Excess Benefits"), unless requisite stockholder approval is obtained prior to the Statutory Change of Control to exempt such Excess Benefits from the application of Section 280G of the Code, in accordance with the requirements of Section 280G(b)(5)(B) of the Code and proposed Treasury Regulation Section 1.280G-1, Q&A7. Accordingly, unless such requisite stockholder approval is obtained prior to the consummation of a Statutory Change of Control, Employee shall not be eligible for or entitled to receive the Excess Benefits.
Requisite Approval. (a) Upon the terms set forth in this Agreement, the Company shall (i) seek the written consent, in form and substance reasonably acceptable to SMMC, of holders of the Requisite Approval in favor of the approval and adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement (the “Company Stockholder Approval”) via written consent (the “Written Consent”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within three (3) Business Days after the Registration Statement becomes effective and (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Shares for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within twenty-five (25) days after the Registration Statement becomes effective. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with SMMC) for determining the Company Stockholders entitled to provide such written consent, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Law and (C) unless a Company Modification in Recommendation has been made, solicit written consents from the Company Stockholders to give the Company Stockholder Approval. The Company Board shall recommend to the Company Stockholders that they approve and adopt this Agreement and approve the Mergers and all other Transactions (the “Company Board Recommendation”), subject to the provisions of this Section 7.03. Neither the Company Board nor any committee thereof shall withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to SMMC the Company Board Recommendation (any such event, a “Company Modification in Recommendation”); provided, that if, at any time prior to obtaining the Requisite Approval, the Company Board determines in good faith, in response to a Company Superior Proposal or a Company Intervening Event, after consultation with its outside legal counsel, that the failure to make a Company Modification in Recommendation would be a breach of its fiduciary duties under applicable Law, the Compa...
Requisite Approval. The Requisite Approval shall have been obtained.
Requisite Approval. Upon the terms set forth in this Agreement, (a) the Company shall (i) obtain the irrevocable written consent, in form and substance reasonably acceptable to Parent, of holders of Capital Stock constituting the Requisite Approval in favor of the adoption of this Agreement and the approval of the Company Merger and the other Transactions, including the Company Preferred Conversion (the “Written Consent”), as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within five (5) Business Days after the Registration Statement becomes effective, and (b) the Company Board shall recommend to its stockholders that they adopt this Agreement and approve the Company Merger and the other Transactions to which the Company is a party (the “Company Board Recommendation”). The Company Board shall not (and no committee or subgroup thereof shall) (i) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Company Board Recommendation, (ii) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Acquisition Proposal or (iii) fail to include the Company Board Recommendation in the Consent Solicitation Statement.
Requisite Approval. For any Modification of any Finance Document or for those matters specified in any Finance Document as requiring the approval of any Agent or all or a proportion of the Secured Parties, any action (or inaction) taken in respect of such matter shall require that approval be obtained from the Secured Parties (“Requisite Approval”) as follows:
(a) Unanimous Secured Party decisions. The Intercreditor Agent shall not:
(i) approve any Other Hedging Instrument in accordance with Clause 20.15(b); or
(ii) give any consent or approval in respect of any Modification that has the effect of changing or that relates to:
(A) any provision of the Intercreditor Agreement where such Modification would materially adversely affect the interests of any Hedging Party; or
(B) the order of priority or any subordination under the Intercreditor Agreement, in each case unless it has been instructed to do so by one hundred per cent. of the Secured Parties in accordance with Clause 28.1(h).
Requisite Approval. Upon the terms set forth in this Agreement, the Company shall (a) seek the irrevocable written consent, in form and substance reasonably acceptable to HCAC, of holders of the Requisite Approval (including the Requisite Shareholders) in favor of the approval and adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement (the “Written Consent”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within seventy-two (72) hours after the Registration Statement becomes effective and (b) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Shares for the purpose of voting solely upon the adoption of this Agreement and the Mergers and all other transaction contemplated by this Agreement (the “Company Shareholders Meeting”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within ten (10) days after the Registration Statement becomes effective. The Company shall use its best efforts to obtain the Company Shareholder Approval at the Company Shareholders Meeting, including by soliciting from its shareholders proxies as promptly as possible in favor of this Agreement and the Mergers, and shall take all other action necessary or advisable to secure the Company Shareholder Approval. The Company Board shall recommend to its shareholders that they approve this Agreement and the Mergers.
Requisite Approval. The Requisite Approval shall have been delivered to Parent and shall remain in full force and effect as of the Closing.
Requisite Approval. If the foregoing is acceptable to you, please note your acceptance in the space provided below. Upon the execution by the Company and the holders of 100% in aggregate principal amount of the outstanding Notes, the Note Agreement shall be deemed to be amended as set forth above. Except as amended herein, the terms and provisions of the Note Agreement are hereby ratified, confirmed and approved in all respects.
Requisite Approval. This Agreement and the Merger shall have received the Requisite Approval;
Requisite Approval. With respect to Second Closing and Cheskin only, the Company shall have obtained the Requisite Approval.
