Seller Contingency Approval Notice Sample Clauses

Seller Contingency Approval Notice. If Seller and Purchaser fail to timely agree upon the form and content of the Temporary Access Agreement upon terms and conditions satisfactory to Seller as set forth in Section 4.1 above, then Seller may, at Seller’s sole option, elect to terminate this Agreement by delivering written notice to Escrow Holder and Purchaser. The Seller Contingency Condition set forth in Section 4.1 above shall be deemed to have failed and be disapproved by Seller unless prior to the Due Diligence Deadline Seller delivers to Purchaser a Seller Contingency Approval Notice. The Seller Contingency Condition in Section 4.2 above shall be deemed to have failed unless Purchaser timely delivers the Approval Notice to Seller and Escrow Holder in accordance with Section 4.2 above. If Seller delivers the Seller Contingency Approval Notice to Purchaser and Escrow Holder, then the Seller Contingency Conditions set forth in Section 4.1 above shall be deemed satisfied or waived, and if Purchaser timely delivers the Approval Notice to Seller and Escrow Holder, the Seller Contingency Condition in Section 4.2 above shall be deemed satisfied. Seller shall be entitled to waive the Seller Contingency Condition set forth in Section 4.1 above at any time prior to the Due Diligence Deadline. Any such waiver by Seller of the Seller Contingency Condition set forth in Section 4.1 above shall be made in writing by Seller, including by Seller’s delivery of the Seller Contingency Approval Notice to Purchaser and Escrow Holder.
Sample 1
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Related to Seller Contingency Approval Notice

  • Board Approval; Vote Required The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

  • Authorization, Approval, etc No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required either

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

  • 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.

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • CONDITIONS PRECEDENT TO THE MERGER The obligations of the Parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Conditions for Advance and Conditions to Closing Section 7.1

  • Additional Conditions to Closing (a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance of the Acquisition Shares and the transfer of the Shares shall have been received.

  • Required Consent Without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Section 4.1(b) of the Company Disclosure Letter, without the prior written consent of Parent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following:

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