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.
Sample 1Sample 2Sample 3
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.
Sample 1Sample 2
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.
Sample 1

Examples of Prior Written Approval in a sentence

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

  • Procedures for Obtaining Prior Written Approval of the Firm with Respect to IPOs and Private Placements With respect to the participation in private placements or the permissible IPOs listed above, an Employee-Related Account may obtain "the prior written approval of Brandes" by first submitting a written request for approval to the Legal/Compliance Department using the Request to Participate in an IPO/Private Placement in an Employee-Related Account Form (attached hereto).

  • 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.

  • Paper Forms are available from the business unit compliance officer.(64) Access Persons preclearance forms are submitted to the business unit compliance officer of the Complex to which they are deemed to have access via FIS Protegent PTA.(65) In addition to the examples listed in the grid, exceptions by Prior Written Approval may be available in certain circumstances.

  • Paper Forms are available from the business unit compliance officer.43 Access Persons should submit their preclearance forms to the business unit compliance officer of the Complex to which they are deemed to have access.44 Exceptions to the requirement to resubmit preclearance requests may be granted in advance by the business unit compliance officer for unusual circumstances.45 In addition to the examples listed in the grid, exceptions by Prior Written Approval may be available in certain circumstances.

  • Except as explained in "Exceptions to Requirement of Prior Written Approval" below, all Ellington Personnel must obtain prior approval for all transactions for a Personal Account from the CCO or a designee.

  • Procedure for Requesting Prior Written Approval.......................................

  • Procedure for Requesting Prior Written Approval ..................

  • Not Applicable Not Applicable Required Applies 55 Exceptions to the requirement to resubmit preclearance requests may be granted in advance by the business unit compliance officer for unusual circumstances.56 In addition to the examples listed in the grid, exceptions by Prior Written Approval may be available in certain circumstances.

  • The Company hereby acknowledges and agrees that this Agreement shall constitute the Prior Written Approval of the Company (as such term is used in the Rights Agreement) with respect to the transactions contemplated by this Agreement including the acquisition of VistaCare Common Stock referred to above.


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.
Sample 1
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:
Sample 1Sample 2

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 prior written consent of the Authority and "Approve" and "Approved" shall be construed accordingly;

  • Approval or Approved means approval in writing including subsequent written confirmation of previous verbal approval.

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

  • 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.

  • MAA Approval means approval by the EMEA of a marketing authorization application (“MAA”) filed with the EMEA for the applicable Licensed Product under the centralized European procedure. If the centralized EMEA filing procedure is not used, MAA Approval shall be achieved upon the first Approval for the applicable Licensed Product in any two of the following countries: France, Germany, Italy, Spain or the United Kingdom.

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

  • Final permit means the version of a permit issued by the Department that has completed all review procedures required by Chapter 14, and for a Class I permit, Chapter 13.

  • Net direct written premiums means direct gross premiums written in this state on insurance policies subject to this chapter, less return premiums and dividends paid or credited to policyholders on such direct business. “Net direct written premiums” does not include premiums on a contract between insurers or reinsurers.

  • Disclosure Statement Approval Order means the Final Order approving, among other things, the adequacy of the Disclosure Statement pursuant to section 1125 of the Bankruptcy Code.

  • Works Approval means this Works Approval numbered W5894/2015/1 and issued under the Act; and

  • 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.