Required Board Approval definition

Required Board Approval means either (i) if the Board comprises less than five directors, the unanimous approval of the Board, or (ii) if the Board comprises five directors, the approval of four of the five members of the Board.
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Required Board Approval means the majority vote or written consent of a majority of the directors of the Board or the Sub Board, as applicable, including the approval of the Investor Designee, or, if there is more than one Investor Designee, that Investor Designee that has been designated in writing by the Required Investor Approval as the person whose approval is necessary for purposes of this definition.
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Required Board Approval has the meaning set forth in Section 4.4.
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Examples of Required Board Approval in a sentence

  • Except as otherwise may be approved in advance by Required Board Approval, the Company will not engage in any transactions giving rise to unrelated business taxable income, as such term is defined under Section 512 of the Internal Revenue Code.

  • If the Offered Price includes consideration other than cash or if there is no consideration, the cash-equivalent value of the non-cash consideration or the Fair Market Value of the Offered Securities, as the case may be, will be determined by the Board in good faith pursuant to the Required Board Approval.

  • Subject to Section 3.4(b), in the event that the Board determines pursuant to the Required Board Approval that it would be advisable to cause the equity of the Company or its business to be sold to the public in a Public Offering, it may invoke Section 6.1(c).

  • This Agreement may not be assigned by the Stockholder without the prior written consent of the directors of the Company, approved by the Required Board Approval.

  • Except as provided in Section 7.1(b), this Agreement may only be amended by the Required Board Approval and the consent of each of the Minority Stockholders, provided, that no amendment shall (i) change the limitation on liability of the Stockholders or the Stockholders’ right to distributions on a pro rata basis in each case without the written consent of each affected Stockholder or (ii) adversely affect any Stockholder without the written consent of the Stockholder so adversely affected.

  • The Board of Managers, upon the Required Board Approval, may delegate to committees of the Board of Managers the authority to make any Major Decision set forth in Sections 3.2(b)(x) – (xxx).

  • Approval of or action taken by the Board of Managers with Required Board Approval in accordance with terms of this Agreement shall constitute approval of, or action by, the Company and shall be binding on the Company and its Members.

  • Except as may be expressly permitted pursuant to the terms of this Agreement, no act shall be taken, sum expended, decision made or obligation incurred by the Company (in its own behalf or in its capacity as a member, manager, partner or other equity holder of any Subsidiary) or the Board of Managers, unless and until the Required Board Approval shall have been obtained pursuant to and in accordance with this Agreement.

  • For avoidance of doubt and notwithstanding anything to the contrary herein, no matter may be approved and no action taken by the Board of Directors without Required Board Approval.

  • Each director designated by the Affected Stockholder shall be excluded from any Board decisions (and from the definition of "Required Board Approval") in connection with this Section 4.6 and, if the Affected Stockholder is a Minority Stockholder, its approval pursuant to Section 3.4(c) shall not be required in connection with any Company action in connection with this Section 4.6.


More Definitions of Required Board Approval

Required Board Approval means approval of the Board by majority vote including the affirmative vote of at least one director originally nominated by Halter Marine.
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Required Board Approval means either (i) if the Board comprises less than five directors, the unanimous approval of the Board, or (ii) if the Board
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Required Board Approval means the majority vote or written consent of a majority of the Board of Directors of the Corporation or a Subsidiary, as applicable, including that member designated by a Majority of the Series B Holders (the "Investor Designee"), or, if there is more than one Investor Designee, that Investor Designee that has been designated in writing by a Majority of the Series B Holders as the person whose approval is necessary for purposes of this definition.
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Required Board Approval means:
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Required Board Approval means approval by majority vote or written consent of the Board of Directors of the Company including in such majority the Director elected by majority vote of the holders of the Company’s Series B and Series C Preferred Stock.
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Required Board Approval means, with respect to any Unanimous Decision, the unanimous affirmative approval by all of the Board of Directors and with respect to any Majority Decision, the affirmative approval of a majority of the Board of Directors.
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Related to Required Board Approval

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

  • Required Shareholder Approval has the meaning in Section 2.20.

  • 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.

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

  • 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).

  • Stockholder Approval has the meaning set forth in Section 4.5.

  • Company Board means the Board of Directors of the Company.

  • Shareholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Shares and Warrant Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date.

  • Shareholder Approval Date means the date on which this Plan is approved shareholders of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable) and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated quotation system on which the Shares may be listed on quoted, and other laws, regulations and obligations of the Company applicable to the Plan.

  • 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.

  • 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;

  • 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:

  • Company Board of Directors means the board of directors of the Company.

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Parent Shareholder Approval means the approval of the Parent Share Issuance by the affirmative vote of a majority of the Parent Common Shares entitled to vote thereon and present in person or represented by proxy at the Parent Shareholder Meeting in accordance with applicable securities Laws, the rules and regulations of the NYSE and the TSX, as applicable, the ABCA and the Organizational Documents of Parent.

  • MUSL Board means the governing body of the MUSL, which is comprised of the chief executive officer of each Party Lottery.

  • Parent Board means the board of directors of Parent.

  • 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.

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

  • Parent Board Recommendation has the meaning set forth in Section 5.12(a).

  • Company Board Recommendation has the meaning set forth in Section 3.03(d).

  • Requisite Company Vote has the meaning set forth in Section 3.03(a).

  • 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.

  • Parent Stockholder Approval has the meaning set forth in Section 5.2.