Fairness Approval definition

Fairness Approval shall have the meaning set forth in Section 5.2 of the Agreement.
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Fairness Approval has the meaning set forth in Section 5.6.
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Fairness Approval is defined in Section 8.1.
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Examples of Fairness Approval in a sentence

  • The Fairness Approval shall have been obtained, or, if the Fairness Approval has not been obtained, then the Registration Statement shall have been declared effective by the SEC under the Securities Act, and no stop order (or similar action) suspending the effectiveness of the Registration Statement shall have been issued by the SEC, as applicable.

  • Assuming the receipt of the Fairness Approval, the offer, sale and issuance of the Parent Common Stock and Series D Preferred Stock issuable pursuant to Sections 1.5, 1.6 and 1.7 (the “Merger Securities”) will be exempt from the registration requirements of the Securities Act.

  • As promptly as practicable, but in no event more than two (2) business days after the receipt of the Fairness Approval or after the Registration Statement is declared effective by the SEC pursuant to the Securities Act, the Company shall submit this Agreement and the transactions contemplated hereby to the Company Stockholders for approval and adoption as provided by the DGCL and the Company’s Organizational Documents.

  • As promptly as practicable following the Fairness Approval (as defined below), the Company shall solicit the written consent of the Shareholders to approve the principal terms of Merger I.

  • The Fairness Approval shall have been obtained and shall be in full force and effect.

  • If it is reasonably determined by Parent that the Fairness Approval cannot be obtained, or cannot reasonably be expected to be obtained, without significant delay, expense, uncertainty or other significant burden or detriment to Parent, then Parent and the Company shall take such steps as are reasonably necessary to cause such Ordinary Shares to be exempt from registration under Section 4(2) of the Securities Act.

  • The Fairness Approval shall have been obtained, or, if the Merger proceeds as an offering under Regulation D under the Securities Act, the issuance of the Parent Common Stock shares in the Merger shall qualify for issuance thereunder in the reasonable judgment of Parent.

  • Each of the Company and Parent will use commercially reasonable efforts to comply with the requirements of ORS 59.095 (and any rules or regulations promulgated by the Securities Director pursuant thereto) and to obtain the Fairness Approval as soon as practicable after such filing.

  • Without limiting the generality of the foregoing, as promptly as practicable following Buyer’s receipt of the Fairness Approval and the California Permit, the Company shall submit this Agreement and the transactions contemplated hereby, including, without limitation, the Merger, to the Company’s shareholders for approval and adoption at a meeting of the Company’s shareholders, which shall be called and held in accordance with the CGCL and the Company’s articles of incorporation and bylaws.

  • The Fairness Approval shall have been obtained, or, if the Merger proceeds as an offering under Regulation D under the Securities Act, the issuance of the Parent Common Stock shares in the Merger shall qualify for issuance thereunder in the reasonable judgment of the Company.


More Definitions of Fairness Approval

Fairness Approval has the meaning set forth in Section 8.7.
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Fairness Approval. The Fairness Approval shall have been obtained.
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Fairness Approval. Section 5.1(b)
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Related to Fairness Approval

  • CFIUS Approval means that any of the following shall have occurred: (a) the review period under the DPA commencing on the date that a CFIUS Notice is accepted by CFIUS shall have expired and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS to the effect that such review has been concluded and that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, (b) an investigation under the DPA shall have been commenced after such review period and CFIUS shall have determined to conclude all action under the DPA without sending a report to the President of the United States, and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, or (c) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and either (i) the President shall have announced a decision not to take any action to suspend or prohibit the Contemplated Transactions or, (ii) the period under the DPA during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Contemplated Transactions shall have expired without any such action being threatened, announced or taken.

  • CPUC Approval means a final and non-appealable order of the CPUC, without conditions or modifications unacceptable to the Parties, or either of them, which contains the following terms:

  • IRB approval means the determination of the IRB that the research has been reviewed and may be conducted at an institution within the constraints set forth by the IRB and by other institutional and federal requirements.

  • Pre-approval means written notification via a pre-approval letter to Customer that Ameren Illinois has reviewed Customer's Application and determined that the project meets the program eligibility requirements for a maximum pre-approved incentive amount if the project is completed by the estimated completion date and all final application paperwork is submitted and approved.

  • FCC Approval means the FCC’s grant of the FCC Applications; provided that the possibility that an appeal, request for stay, or petition for rehearing or review by a court or administrative agency may be filed with respect to such grant, or that the FCC may reconsider or review such grant on its own authority, shall not prevent such grant from constituting FCC Approval for purposes of the Plan.

  • Requisite Approval means the affirmative vote of the holders of at least a majority of the shares of outstanding Company Common Stock and outstanding Company Preferred Stock voting as a single class.

  • HSR Approval means expiration of all applicable waiting periods under the HSR Act (including any voluntary agreed extensions) or earlier termination thereof.

  • Price Approval means, in any country where a Governmental Authority authorizes reimbursement for, or approves or determines pricing for, pharmaceutical products, receipt (or, if required to make such authorization, approval or determination effective, publication) of such reimbursement authorization or pricing approval or determination (as the case may be).

  • MAA Approval means approval of an MAA by the applicable Regulatory Authority for marketing and sale of a Product in the Collaborator Territory, but excluding any Pricing and Reimbursement Approval.

  • Approval means the written consent of the Authority.

  • Required Shareholder Approval has the meaning in Section 2.20.

  • Requisite Shareholder Approval shall have the meaning set forth in Section 4.3(a).

  • type-approval means the procedure whereby an approval authority certifies that a type of vehicle, system, component or separate technical unit satisfies the relevant administrative provisions and technical requirements;

  • NDA Approval means the Approval of an NDA by the FDA for a Product in the U.S.

  • Board Approval has the meaning set out in Section 2.2(a)(ii);

  • Special Approval means approval by a majority of the members of the Conflicts Committee.

  • Prior Approval means written ap- proval by an authorized official evi- dencing prior consent.

  • Requisite Regulatory Approvals has the meaning set forth in Section 7.01(b).

  • Shareholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from the shareholders of the Company to permit the exercise of the Warrants.

  • Regulatory Approvals means any registrations, licenses, authorizations, permits or approvals issued by any Governmental Authority and applications or submissions related to any of the foregoing.

  • Requisite Stockholder Approval means the affirmative vote of the holders of a majority of that company’s issued and outstanding shares entitled to vote on the Merger actually voting in favor of this Agreement and the Merger.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

  • Key Regulatory Approvals means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities as set out in Schedule C hereto;

  • Required Regulatory Approvals means the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals.