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 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):

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.

Examples of Prior Written Approval in a sentence

• Usage — Prior Written Approval Required The following uses of the Red Cross name and logo and Training Provider graphics, Water Safety Instructor graphics and Water Safety Instructor wordmarks require prior written approval in each instance: ▪ Paid advertising, including, but not limited to, print, digital, TV, and social media.

• 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.

• Requests to purchase software and/or software services using CACFP funds require Specific Prior Written Approval (SPWA).

• 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.

• 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 Required The following uses of the Red Cross name, Water Safety Instructor graphics and Water Safety Instructor word marks require prior written approval in each instance: ▪ Paid advertising, including, but not limited to, print, digital, TV, and social media.

More Definitions of Prior Written Approval

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.

Prior Written Approval means an authorization by one party, provided in writing to another party, to proceed in a specified manner.

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:

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.

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.