Prior Written Approval definition

Prior Written Approval means the prior express written consent of the Company to any Person becoming an Acquiring Person, executed on behalf of the Company by a duly authorized officer of the Company following express approval by action of the Board of Directors, provided that all conditions precedent and subsequent established by the Board of Directors (and not waived by the Board of Directors prior to violation of any such condition) in connection with such approval shall be satisfied.
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Prior Written Approval. (as defined in the Rights Agreement) of the acquisition of beneficial ownership of Shares by Parent and its subsidiaries, including Acquisition, pursuant to this Agreement, the Stock Option Agreement, the Support Agreement, the Offer, the Merger and the other transactions contemplated hereby and thereby. Accordingly, (x) none of Parent, Acquisition or any other subsidiary of Parent is an Acquiring Person (as defined in the Rights Agreement) by virtue of the execution of this Agreement, the Stock Option Agreement, the Support Agreement or the consummation of the Offer, the Merger or the other transactions contemplated hereby or thereby and (y) a Distribution Date or a Stock Acquisition Date (as such terms are defined in the Rights Agreement) does not occur by reason of the execution of this Agreement, the Stock Option Agreement, the Support Agreement or the consummation of the Offer, the Merger or the other transactions contemplated hereby or thereby. A correct and complete copy of the Rights Agreement, as amended to date, has been made available to Parent.
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Prior Written Approval means the prior express written consent of the Company to any Person becoming an Acquiring Person, executed on behalf of the Company by a duly authorized officer of the Company following express approval by action of the Board of Directors (and approval of a majority of the Non-WCAS Directors with respect to WCAS or any Controlled Entity becoming an Acquiring Person and approval of a majority of the WCAS Directors with respect to any Grant Family Member becoming an Acquiring Person), provided that all conditions precedent and subsequent established by the Board of Directors (and not waived by the Board of Directors prior to violation of any such condition) in connection with such approval shall be satisfied. 4. Section 1 is hereby amended to include the following new subsection after subsection (pp):
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Examples of Prior Written Approval in a sentence

  • Prior Written Approval (PWA) from Headquarters (OSRE/Regional Support Division) is required before making an offer or providing settlement language for disbursement of funds from a special account to a PRP.16 There are the different components of a disbursement offer: the timing for making the offer; the amount, if any, for disbursement; and the appropriate disbursement settlement language.

  • Refer to EDD Directives WSD16-16, Subject: Allowable Costs and Prior Written Approval (February 21, 2017), WSD16-10, Subject: Property – Purchasing, Inventory, and Disposal (November 10, 2016), and WSD17-08, Subject: Procurement of Equipment and Related Services (March 14, 2018) for Procurement Guidelines.o In line item 1, list the total amount of Equipment and Furniture items less than$5,000 per unit, indicate lease or purchase, and include a cost allocation.

  • Xxx Xxxxxxxxx, XX 00000-00000 Subcontracting‌ Prior Written Approval for TO Work.‌ For each TO that includes a subcontract of $5,000 or more to any one Subcontractor or subcontracts totaling $7,500 or more combined to Subcontractors for a particular TO, the Contractor must obtain the prior written approval of the Manager or designee to use that Subcontractor(s) for that Work.

  • San Francisco, CA 94102-36887 Subcontracting‌ Prior Written Approval for TO Work.‌ For each TO that includes a subcontract of $5,000 or more to any one Subcontractor or subcontracts totaling $7,500 or more combined to Subcontractors for a particular TO, the Contractor must obtain the prior written approval of the Manager or designee to use that Subcontractor(s) for that Work.

  • Prior Written Approval: Written approval by an “authorized official” evidencing prior consent.

  • Landlord's Prior Written Approval --------------------------------- Tenant shall not install or operate any Satellite Equipment until and unless it receives the prior written approval of Landlord, which approval shall not be unreasonably withheld.

  • The disbursements for personal services have been approved under the request procedures in rule 7-6 or preauthorized under rule 7-7.7-6 Prior Written Approval by Civil Service Staff7-6.1 ProcedureAn appointing authority may submit to civil service staff a request for approval to make disbursements for personal services outside the classified service.

  • The disbursements for personal services have been approved under the request procedures in rule 7-6 or preauthorized under rule 7-7.[Rule 7-5 last amended effective October 1, 2001] 7-6 Prior Written Approval by Civil Service Staff7-6.1 ProcedureAn appointing authority may submit to civil service staff a request for approval to make disbursements for personal services outside the classified service.

  • Prohibition Against Presigned Checks, Early Learning and Care Division Prior Written Approval; Two Authorized Signatures on Checks.

  • In addition to the examples listed in the grid, exceptions by Prior Written Approval may be available in certain circumstances.


More Definitions of Prior Written Approval

Prior Written Approval means the prior express written consent of the Company to any Person becoming an Acquiring Person, executed on behalf of the Company by a duly authorized officer of the Company following express approval by action of the Board of Directors, provided that all conditions precedent and subsequent established by the Board of Directors (and not waived by the Board of Directors prior to violation of any such condition) in connection with such approval shall be satisfied, provided, however, that for a period of one-hundred eighty (180) days from and after the date hereof, and for a period of one-hundred eighty (180) days from and after the time at which any Person becomes an Acquiring Person, the Board of Directors shall not be empowered to approve the grant of Prior Written Approval to any Person, unless at the time of such approval a majority of the members of the Board of Directors are Continuing Directors and the action is approved by a majority of such Continuing Directors.
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Prior Written Approval. , for Parts 2, 3 and 7, means written approval provided by the QBCC to the Insured specifying work approved to be performed, but does not include:
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Prior Written Approval means the prior express written consent of the Company to any Person becoming an Acquiring Person, executed on behalf of the Company by a duly authorized officer of the Company following express approval by action of the Board of Directors, provided that all conditions precedent and subsequent established by the Board of Directors (and not waived by the Board of Directors prior to violation of any such condition) in connection with such approval shall be satisfied. 5. Section 1 is hereby amended to delete subsections (qq), (rr) and (ss). 6. Section 27 is hereby deleted in its entirety, and the following new Section 27 is hereby inserted in lieu thereof: At any time and from time to time prior to the close of business on the tenth Business Day after the Stock Acquisition Date, the Board of Directors, upon vote of a majority of the Board of Directors then in office, may in its sole and absolute discretion amend or supplement this Agreement without the approval of any holders of Rights. At any time and from time to time after the close of business on the tenth Business Day after the Stock Acquisition Date, the Board of Directors, upon vote of a majority of the Board of Directors then in office, may supplement or amend this Agreement without the approval of any holders of the Rights, provided that no such supplement or amendment adversely affects the interests of the holders of Rights as such (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person). Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment; provided, however, that the Rights Agent may, but shall not be obligated to, enter into any such supplement or amendment which adversely affects the Rights Agent's own rights, duties or immunities under this Agreement.
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Prior Written Approval. ' means approval during the budget and contracting process or, if not included in an approved budget, then by separate written request and subsequent written approval.
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Related to Prior Written Approval

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

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

  • Approval means the written consent of the Authority.

  • Approved/Approval means the approval in writing.

  • 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.

  • Initial approval means authorization to admit students and enter into contractual agreements for clinical facilities. It is granted only after an application has been submitted, reviewed and a survey visit made by the Board. No students shall be admitted to the program until the institution has received written notification that initial approval has been granted. Failure to comply will delay initial approval.

  • Conditional approval means a time-limited status that results when an approved nursing education program has failed to maintain requirements as set forth in this chapter.

  • Concurrent review means utilization review conducted during

  • Approval Notice means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached hereto as Exhibit A, evidencing the approval by the Agent, in its sole discretion, of the conveyance of such Eligible Loan Asset by the Transferor to the Equityholder pursuant to the terms of the First Tier Purchase and Sale Agreement and by the Equityholder to the Borrower pursuant to the terms of the Second Tier Purchase and Sale Agreement and the Assignments by which the Transferor effects such conveyance.

  • Final Approval means the Court’s order granting final approval of the Settlement.

  • Required Approval has the meaning specified in Section 2.2(b).

  • Informed consent means a documented written agreement to allow a proposed action, treatment, or service after full disclosure provided in a manner the individual or his or her guardian understands, of the relevant facts necessary to make the decision. Relevant facts include the risks and benefits of the action, treatment, or service; the risks and benefits of the alternatives to the action, treatment, or service; and the right to refuse the action, treatment, or service. The individual or his or her guardian, as applicable, may revoke informed consent at any time.

  • 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.

  • Application Approval Date means the date that the Application is approved by the Board of Trustees of the District and as further identified in Section 2.3.B of this Agreement.

  • Board Approval means the affirmative vote of a majority of the Disinterested Directors of the Company or a unanimous written consent of the Board of Directors of the Company duly obtained in accordance with the applicable provisions of the Company's certificate of incorporation, bylaws and applicable law.

  • FCC Approval means the FCC’s grant of the FCC Applications, including any grants by operation of law; 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.

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

  • Final Approval Date means the date on which the Court enters its Order and Judgment approving the Settlement.

  • 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.

  • Development Consent means the consent granted to the Development Application for the Development and includes all modifications made under section 4.55 of the Act.

  • 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.

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

  • Requisite Shareholder Approval means the affirmative vote of a majority of the outstanding shares of the Preferred Stock and the Common Stock (voting together as a single class) and the affirmative vote of a majority of the outstanding shares of Common Stock (voting separately as a single class), in each case approving the Authorized Shares Amendment.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Prior authorization means that we must approve the Services in advance in order for the Services to be covered.