Special Committee Approval. Notwithstanding anything to the contrary herein, prior to the Effective Time, no amendment or waiver of any provision of this Agreement and no action shall be taken by or on behalf of the Company under or with respect to this Agreement without first obtaining the approval of the Special Committee.
Special Committee Approval. Subject to the requirements of applicable Law, any amendment, consent, waiver or other determination to be made, or action to be taken, by the Company or the Board under or with respect to this Agreement shall be made or taken at the direction and upon the approval of, and only at the direction and upon the approval of the Special Committee. Only the Special Committee may pursue any action or litigation with respect to breaches of this Agreement on behalf of the Company. [The remainder of this page is intentionally left blank.]
Special Committee Approval. Notwithstanding anything in this Agreement to the contrary, until the Effective Time, (a) the Company and Parent may take the following actions only with the prior approval of, and shall take any such action if directed to do so by, their respective Special Committee: (i) amending, restating, modifying or otherwise changing any provision of this Agreement or the Ergen Support Agreement; (ii) waiving any right under this Agreement or the Ergen Support Agreement or extending the time for the performance of any obligation of the other party hereunder or any other party under the Ergen Support Agreement; (iii) terminating this Agreement or the Ergen Support Agreement; (iv) making any decision or determination, or taking any action under or with respect to this Agreement or the Ergen Support Agreement; and (v) agreeing to do any of the foregoing, and (b) no decision or determination shall be made, or action taken, by the Company Board or Parent Board, as applicable, under or with respect to this Agreement or the Ergen Support Agreement without first obtaining the approval of the applicable Special Committee. In the event either Special Committee ceases to exist, any consents, determinations, actions or other rights or obligations afforded to such Special Committee shall be afforded to a majority of the remaining independent and disinterested members of the Company Board or Parent Board, as applicable.
Special Committee Approval. The Special Committee has (i) determined that it is in the best interests of the Company and the Unaffiliated Company Stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement, in accordance with the DGCL upon the terms and subject to the conditions set forth herein; (ii) approved and adopted this Agreement and (iii) resolved to recommend that the Company Board approve and adopt this Agreement.
Special Committee Approval. Subject to the requirements of applicable Law, any amendment, consent, waiver, termination or other determination to be made, or action to be taken (including pursuing any Legal Proceeding against the Undertaking Persons in relation to or arising out of this Undertaking), by any Beneficiary under or with respect to this Undertaking shall be made or taken at the direction and upon the approval of, and only at the direction and upon the approval of, the Special Committee.
Special Committee Approval. You and the Company agree that any determinations or discretionary actions to be taken by the Compensation Committee under this Section 3 shall instead be taken by a special committee of disinterested directors of the Board for so long as there are fewer than two members of the Compensation Committee that are not also members of the Board of Directors of Viggle Inc., and that at such time as there are at least two such members of the Compensation Committee that are not also members of the Board of Directors of Viggle Inc., any determinations or discretionary actions to be taken by the Compensation Committee under this Section 3 shall be taken by such unaffiliated directors.
Special Committee Approval. The Special Committee shall not have withdrawn or qualified its approval of this Agreement and the Transactions; and
Special Committee Approval. Notwithstanding anything to the contrary set forth in this Agreement, until the Effective Time, (i) the Company may take the following actions only with the prior approval of, and shall take any such action if directed to do so by, the Special Committee: (a) amending, restating, modifying or otherwise changing any provision of this Agreement, the Voting Agreement or the Guarantee; (b) waiving any right under this Agreement, the Voting Agreement or the Guarantee or extending the time for the performance of any obligation of Merger Sub hereunder or any other party under the Voting Agreement or the Guarantee; (c) terminating this Agreement, the Voting Agreement or the Guarantee; (d) taking any action under this Agreement, the Voting Agreement or the Guarantee that expressly requires the approval of the Special Committee; (e) making any decision or determination, or taking any action under or with respect to this Agreement, the Voting Agreement or the Guarantee that would reasonably be expected to be, or is required to be, approved, authorized, ratified or adopted by the Company Board; and (f) agreeing to do any of the foregoing and (ii) no decision or determination shall be made, or action taken, by the Company Board under or with respect to this Agreement, the Voting Agreement or the Guarantee without first obtaining the approval of the Special Committee. In the event the Special Committee ceases to exist, any consents, determinations, actions or other rights or obligations afforded to the Special Committee shall be afforded to a majority of the remaining independent and disinterested members of the Company Board.
Special Committee Approval. The Special Committee has (i) determined that this Agreement and the transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders; (ii) recommended to the Company Board that it approve this Agreement and the transactions contemplated by this Agreement; and (iii) resolved to recommend that the Unaffiliated Stockholders adopt this this Agreement at any Company Stockholder Meeting (collectively, the “Special Committee Recommendation”), which Special Committee Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof.
Special Committee Approval. No provision of this Agreement may be amended, modified, supplemented or waived by Parent or the Company without first obtaining the approval of the Parent Special Committee or the Company Special Committee, as applicable. Notwithstanding anything herein to the contrary, (a) any termination by (i) Parent pursuant to Article 8 may only be made with the approval of the Parent Special Committee or the Parent Board (on the recommendation of the Parent Special Committee) on behalf of Parent or (ii) the Company pursuant to Article 8 may only be made with the approval of the Company Special Committee or the Company Board (on the recommendation of the Company Special Committee) on behalf of the Company and (b) any consent by (i) Parent pursuant to Section 6.1 may only be made with the approval of the Parent Special Committee or the Parent Board (on the recommendation of the Parent Special Committee) on behalf of Parent on behalf of Parent or (ii) the Company pursuant to Section 6.2 may only be made with the approval of the Company Special Committee or the Company Board (on the recommendation of the Company Special Committee) on behalf of the Company.
