Independent Approval definition

Independent Approval shall have the meaning set forth in Section 1.01(b).
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Independent Approval means the approval of (i) an Independent Special Committee or (ii) a majority of the Independent Directors then serving on the Board.
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Independent Approval means approval by: (A) a majority of the Independent Members of the Board, or (B) if there are no Independent Members of the Board, more than 50% of the combined voting power of the Company’s then outstanding voting securities held by Independent Shareholders.
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Examples of Independent Approval in a sentence

  • The Company may not waive any provision of the Voting Agreement or, prior to their filing with the Secretary of State of the State of Delaware, either the Series A-1 Certificate of Designation and the Series C-1 Certificate of Designation, without a Company Independent Approval.

  • The Company may not modify, amend, supplement or waive any provision of the Voting Agreement or, prior to their filing with the Secretary of State of the State of Delaware, either the Series A-1 Certificate of Designation or the Series C-1 Certificate of Designation, without a Company Independent Approval.

  • No provision of this Agreement may be waived except by a written instrument signed by the Party against whom the waiver is to be effective; provided, that any such waiver by the Company shall require a Company Independent Approval.

  • Neither this Agreement nor any of the rights or obligations under this Agreement shall be assigned, in whole or in part, by any Party without the prior written consent of the other Party (in the case of the Company, with such assignment or such consent to assignment being authorized by Independent Approval).

  • For the avoidance of doubt, in the event that only one director of the Company does not have beneficial ownership of any Warrants, that one director may unilaterally effect an Independent Approval.

  • This Agreement may only be amended pursuant to a written agreement executed by (i) Executive and (ii) the Company (acting with Independent Approval).

  • Any waiver of the Company’s rights under this Agreement shall require Independent Approval.

  • The parties hereto agree that, until the end of the Standstill Period, the provisions of the Amended Bylaws set forth in Annex I hereto shall remain in full force and effect, and shall not be, amended, modified or invalidated without having first obtained Independent Approval of such amendment, modification or invalidation.

  • Any amendment or waiver by the Company must be authorized by Independent Approval.

  • Any amendment or waiver by the Company shall be authorized by Independent Approval.