Common use of Special Committee Approval Clause in Contracts

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. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, until the Effective Time, (ai) 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 of the Special Committee: (ia) amending, restating, modifying or otherwise changing any provision of this Agreement or the Ergen Support Agreement; (iib) 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 Parent or any other party under the Ergen Support Merger Sub hereunder; (c) terminating this Agreement; (iiid) terminating Table of Contents taking any action under this Agreement or that expressly requires the Ergen Support Agreementapproval of the Special Committee; (ive) making any decision or determination, or taking any action under or with respect to this Agreement or the Ergen Support Agreementtransactions contemplated hereby that would reasonably be expected to be, or is required to be, approved, authorized, ratified or adopted by the Company Board; and (vf) agreeing to do any of the foregoing, foregoing and (bii) 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 transactions contemplated hereby without first obtaining the approval of the applicable Special Committee. In For the event either Special Committee ceases to existavoidance of doubt, 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 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 Boardor Merger Sub, as applicableor 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, until the Effective Time, (a) the Company EchoStar and Parent DISH 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 EchoStar Board or Parent the DISH 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 EchoStar Board or Parent the DISH Board, as applicable.

Special Committee Approval. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, until the Effective Time, (ai) 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 the Special Committee: (ia) amending, restating, modifying or otherwise changing any provision of this Agreement, the Voting Agreement or the Ergen Support AgreementGuarantee; (iib) waiving any right under this Agreement, the Voting Agreement or the Ergen Support Agreement Guarantee or extending the time for the performance of any obligation of the other party Merger Sub hereunder or any other party under the Ergen Support AgreementVoting Agreement or the Guarantee; (iiic) terminating this Agreement, the Voting Agreement or the Ergen Support AgreementGuarantee; (ivd) 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 Ergen Support AgreementGuarantee that would reasonably be expected to be, or is required to be, approved, authorized, ratified or adopted by the Company Board; and (vf) agreeing to do any of the foregoing, foregoing and (bii) 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, the Voting Agreement or the Ergen Support Agreement Guarantee without first obtaining the approval of the applicable Special Committee. In the event either the Special Committee ceases to exist, any consents, determinations, actions or other rights or obligations afforded to such the Special Committee shall be afforded to a majority of the remaining independent and disinterested members of the Company Board or Parent Board, as applicable.