Special Board Approval Sample Clauses

Special Board Approval. In addition to any other vote or consent required herein or by law, so long as any shares of Preferred Stock remain outstanding, the approval of the Board, including the approval of the Preferred Director, shall be necessary for effecting or validating the following actions (whether such action is to be taken pursuant to contract, agreement, amendment, recapitalization, merger, consolidation or otherwise):
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Special Board Approval. The Company shall cause each subsidiary of the Company to not do or agree to do any of the actions listed in Article 8.4.3 of the Amended Articles without the approval of the Company’s Managing Board (including the approval of the Non-Executive Director A, the Non-Executive Director B and the Non-Executive Director C, in each case as defined in the Amended Articles). In addition, the Company shall not, and shall cause each subsidiary of the Company to not enter into or agree to any transaction with an officer, director, or affiliate of the Company, or affiliate thereof, without the approval of the Company’s Managing Board (including the approval of at least one of the Non-Executive Director A, the Non-Executive Director B or the Non-Executive Director C, in each case as defined in the Amended Articles).
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Special Board Approval. The Company shall not, without specific Board approval, enter into, or permit any Subsidiary to enter into, any agreement or arrangement that provide for payments to or from the Company or any Subsidiary in excess of $35,000,000 (other than securitization transactions in the ordinary course of business).
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Special Board Approval. Subject to Section 6.11 regarding Conflict Activities, prior to a Public Offering, each of the following actions to be taken by the Company or any member of the Company Group or by any Officer (notwithstanding the authority granted to any Officer pursuant to Section 6.10) shall require the approval of Managers holding a majority of the Effective Votes entitled to be cast on such matter, including at least one vote from two Designated Managers:
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Special Board Approval. So long as the Rollover Members are entitled to appoint a Director pursuant to Section 3.2(b)(ii), unless the Rollover Members holding a majority of the Class B Units held by the Rollover Members in the aggregate waive in writing their right to have the Rollover Directors present for the transaction of business held at such meeting, the following matters shall require the approval of (x) two Rollover Directors, to the extent that the Rollover Members are entitled to appoint at least two Directors pursuant to Section 3.2(b)(ii) and (y) one Rollover Director, to the extent that the Rollover Members are entitled to appoint only one Director pursuant to Section 3.2(b)(ii) (“Special Board Approval”) in addition to approval by a majority of the voting power of the Directors present at a meeting of the Board at which a quorum is present as provided in Section 3.3(a)(ii) or to the approvals required pursuant to Section 3.5 below, as applicable:
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Special Board Approval. So long as any Shares shall remain ---------------------- outstanding, the Company shall not, and shall cause each of its Subsidiaries not to, without the approval of a majority of the Board of Directors, including at least one director appointed by the Purchasers, of the Company:
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Special Board Approval. 1 6.4 Officers.............................................. 1 6.5
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Special Board Approval. Notwithstanding any other provisions of this Agreement, any of the following actions (the "Reserved Matters") taken by or on behalf of the Company shall require the consent or approval of the Manager designated by Xxx.xxx and the Manager designated by UA:
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Related to Special Board Approval

  • Board Approval No reimbursement shall be paid to the Investment Adviser pursuant to this provision in any fiscal year, unless the Trust's Board of Trustees has determined that the payment of such reimbursement is appropriate in light of the terms of this Agreement. The Trust's Board of Trustees shall determine quarterly in advance whether any portion of the Reimbursement Amount may be paid to the Investment Adviser in such quarter.

  • Company Board Approval The Company Board has unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth herein; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger upon the terms and conditions set forth herein; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement and approve the Merger in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof.

  • Board Approvals The Company Board of Directors, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement, the Offer and the Merger are advisable and fair to and in the best interests of the stockholders of the Company, (ii) duly and validly approved, adopted and declared advisable this Agreement and the Transactions and taken all other corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions, and (iii) resolved to recommend, subject to Section 5.2, that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer, and approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified, except as provided in Section 5.2. The action taken by the Company Board of Directors constitutes approval of the Transactions (including each of the Offer and the Merger) by the Company Board of Directors under Section 203 of the DGCL, and no other state takeover statute or similar statute or regulation in any jurisdiction in which the Company does business is applicable to the Transactions (including each of the Offer and the Merger).

  • Board of Directors Approval Seller shall have received the approval of its board of directors to the transactions contemplated by this Agreement.

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

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

  • Board and Shareholder Approval The Board of Directors and shareholders of the Company shall have approved the transactions contemplated herein.

  • Board and Stockholder Approval The Company represents that this Agreement has been approved by the Company’s board of directors and stockholders.

  • 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.

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

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