Requisite Investor Approval Sample Clauses

Requisite Investor Approval. Without limiting the applicability of Section 2.8(a), so long as the Company has not completed an IPO, in addition to any vote or consent of the Board or the stockholders of the Company required by law, the Charter or the Bylaws, and notwithstanding anything in this Agreement to the contrary, the Company shall not, and to the extent applicable, shall not permit any Subsidiary of the Company to, take any of the following actions, or enter into any arrangement or contract to do any of the following actions, without either (x) the consent in writing of at least two of the three Principal Investors (such consent, the consent of the “Requisite Investors”) or (y) so long as each Principal Investor has designated at least one Director, the consent, in writing or at a duly called meeting of the Board, of all Directors then serving on the Board, which shall be necessary to authorize, effect or validate such transactions: (i) following the third anniversary of the Closing Date, subject to an individual Investor’s right to initiate an IPO after the eighth anniversary of the Closing Date pursuant to Section 3.6(iii), consummate any transaction or series of related transactions that constitutes (A) an IPO, (B) any merger, consolidation or other business combination with or into any other Person, (C) a Change of Control (including, for the avoidance of doubt, a Change of Control resulting from a Drag Transaction), (D) any sale, transfer or other disposition of all or substantially all of the assets of the Company or of any Significant Subsidiary or (E) a proposed Transfer by a Stockholder except to a Permitted Transferee or as permitted by Section 3.2; (ii) (A) investment in any joint venture, or the investment in or acquisition of the stock or assets of any Person, or the acquiring by any other manner of any business, properties, assets or Persons, in one or a series of related transactions or (B) sale, transfer or other disposition of assets of the Company or any Subsidiary, other than, in the case of clause (B), sales of inventory in the ordinary course of business; (iii) incurrence of any indebtedness for borrowed money (including through capital leases, the issuance of debt securities or the assumption or guarantee of indebtedness of another Person), other than (A) the incurrence of trade payables arising in the ordinary course of operating the business, (B) the incurrence of indebtedness under debt facilities entered into in connection with the Acquisition not to ...
Sample 1
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Related to Requisite Investor Approval

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Requisite Approvals Upon execution of this Agreement, it will have taken all necessary actions pursuant to its governing documents or other legally sufficient means to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto, and the consummation of the transactions contemplated hereby and thereby.

  • 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.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

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

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Shareholder Approvals (a) Each of Peoples and Limestone shall take all action necessary in accordance with applicable law and their respective organizational documents to duly call, give notice of, convene and, as soon as practicable after the Registration Statement is declared effective, hold a meeting of its shareholders and, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the relevant shareholder approvals, in each case as promptly as practicable for the purpose of obtaining the Requisite Peoples Vote and the Requisite Limestone Vote. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Joint Proxy Statement/Prospectus to the shareholders of each party. Each member of the Limestone Board shall have executed and delivered to Peoples a Support Agreement concurrently with the execution of this Agreement. (b) Except in the case of an Acceptance of Superior Proposal permitted by Section 6.06, Limestone shall solicit, and use its reasonable best efforts to obtain, the Requisite Limestone Vote at the Limestone Meeting. Subject to Section 6.06(d), Limestone shall (i) through the Limestone Board, recommend to its shareholders adoption of this Agreement (the “Limestone Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. Limestone hereby acknowledges its obligation to submit this Agreement to its shareholders at the Limestone Meeting as provided in this Section 6.02. If requested by Peoples, Limestone will engage a proxy solicitor, reasonably acceptable to Peoples, to assist in the solicitation of proxies from shareholders relating to the Requisite Limestone Vote. (c) Peoples shall solicit, and use its reasonable best efforts to obtain, the Requisite Peoples Vote at the Peoples Meeting. Peoples shall (i) through the Peoples Board, recommend to its shareholders adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein, as required by this Section 6.01(c) (the “Peoples Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. The Peoples Board shall at all times prior to and during the Peoples Meeting recommend the approval and adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of Limestone or take any other action or make any other public statement inconsistent with such recommendation.

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