Common use of Special Committee Approval Clause in Contracts

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 the Special Committee: (a) amending, restating, modifying or otherwise changing any provision of this Agreement; (b) waiving any right under this Agreement or extending the time for the performance of any obligation of Parent or Merger Sub hereunder; (c) terminating this Agreement; (d) Table of Contents taking any action under this Agreement 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 or the transactions contemplated hereby 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 or the transactions contemplated hereby without first obtaining the approval of the Special Committee. For the avoidance of doubt, any requirement of the Company or the Company Board to obtain the approval of the Special Committee pursuant to this Section 12.16 shall not, and shall not be deemed to, modify or otherwise affect any rights of Parent or Merger Sub, or any obligations of the Company, the Special Committee or the Company Board to Parent or Merger Sub, set forth in this Agreement.

Special Committee Approval. Notwithstanding anything in this Agreement to the contrary set forth in this Agreementcontrary, until the Effective Time, (ia) the Company and Parent may take the following actions only with the prior approval of the of, and shall take any such action if directed to do so by, their respective Special Committee: (ai) amending, restating, modifying or otherwise changing any provision of this Agreement or the Ergen Support Agreement; (bii) waiving any right under this Agreement or the Ergen Support Agreement or extending the time for the performance of any obligation of Parent the other party hereunder or Merger Sub hereunderany other party under the Ergen Support Agreement; (ciii) terminating this Agreement or the Ergen Support Agreement; (d) Table of Contents taking any action under this Agreement that expressly requires the approval of the Special Committee; (eiv) making any decision or determination, or taking any action under or with respect to this Agreement or the transactions contemplated hereby that would reasonably be expected to be, or is required to be, approved, authorized, ratified or adopted by the Company BoardErgen Support Agreement; and (fv) agreeing to do any of the foregoing foregoing, and (iib) 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 transactions contemplated hereby Ergen Support Agreement without first obtaining the approval of the applicable Special Committee. For In the avoidance of doubtevent either Special Committee ceases to exist, any requirement 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 the Company Board to obtain the approval of the Special Committee pursuant to this Section 12.16 shall notParent Board, and shall not be deemed to, modify or otherwise affect any rights of Parent or Merger Sub, or any obligations of the Company, the Special Committee or the Company Board to Parent or Merger Sub, set forth in this Agreementas applicable.

Special Committee Approval. Notwithstanding anything in this Agreement to the contrary set forth in this Agreementcontrary, until the Effective Time, (ia) the Company EchoStar and DISH may take the following actions only with the prior approval of the of, and shall take any such action if directed to do so by, their respective Special Committee: (ai) amending, restating, modifying or otherwise changing any provision of this Agreement or the Ergen Support Agreement; (bii) waiving any right under this Agreement or the Ergen Support Agreement or extending the time for the performance of any obligation of Parent the other party hereunder or Merger Sub hereunderany other party under the Ergen Support Agreement; (ciii) terminating this Agreement or the Ergen Support Agreement; (d) Table of Contents taking any action under this Agreement that expressly requires the approval of the Special Committee; (eiv) making any decision or determination, or taking any action under or with respect to this Agreement or the transactions contemplated hereby that would reasonably be expected to be, or is required to be, approved, authorized, ratified or adopted by the Company BoardErgen Support Agreement; and (fv) agreeing to do any of the foregoing foregoing, and (iib) no decision or determination shall be made, or action taken, by the Company EchoStar Board or the DISH Board, as applicable, under or with respect to this Agreement or the transactions contemplated hereby Ergen Support Agreement without first obtaining the approval of the applicable Special Committee. For In the avoidance of doubtevent either Special Committee ceases to exist, any requirement consents, determinations, actions or other rights or obligations afforded to such Special Committee shall be afforded to a majority of the Company remaining independent and disinterested members of the EchoStar Board or the Company Board to obtain the approval of the Special Committee pursuant to this Section 12.16 shall notDISH Board, and shall not be deemed to, modify or otherwise affect any rights of Parent or Merger Sub, or any obligations of the Company, the Special Committee or the Company Board to Parent or Merger Sub, set forth in this Agreementas applicable.

Special Committee Approval. Notwithstanding anything to the contrary set forth in this Agreement, until the Effective Time, (i) the Company Parent may take the following actions only with the prior approval of 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; (b) waiving any right under this Agreement or extending the time for the performance of any obligation of Parent or Merger Sub the Company hereunder; (c) terminating this Agreement; (d) Table of Contents taking any action under this Agreement 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 or the transactions contemplated hereby that would reasonably be expected to be, or is required to be, approved, authorized, ratified or adopted by the Company BoardBoard of Directors; 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 of Directors of Parent under or with respect to this Agreement or the transactions contemplated hereby Agreement, without first obtaining the approval of the Special Committee. For In the avoidance of doubt, any requirement of the Company or the Company Board to obtain the approval of event the Special Committee pursuant ceases to this Section 12.16 exist, any consents, determinations, actions or other rights or obligations afforded to the Special Committee shall not, be afforded to a majority of the remaining independent and shall not be deemed to, modify or otherwise affect any rights disinterested members of Parent or Merger Sub, or any obligations the Board of the Directors of the Company, the Special Committee or the Company Board to Parent or Merger Sub, set forth in this Agreement.