Section 203 Approval definition

Section 203 Approval means the action taken by the Company Board of Directors referred to in Section 3.5 causing Section 203 of the DGCL not to apply to this Agreement or the other Transactions.
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Section 203 Approval has the meaning assigned thereto in Section 1.2.
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Section 203 Approval has the meaning assigned to it in Section 3.2(c).
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Examples of Section 203 Approval in a sentence

  • Notwithstanding any other provision in this Agreement, in no event shall the Section 203 Approval be withdrawn, revoked or modified by the Board of Directors of the Company.

  • Notwithstanding any other provision in this Agreement, in no event shall the Section 203 Approval be withdrawn, revoked or modified by the Board.

  • Notwithstanding any other provision of this Agreement, in no event shall the Section 203 Approval be withdrawn, revoked or modified by the Board.

  • Notwithstanding any other provision in this Agreement, in no event shall the Section 203 Approval be withdrawn, revoked or modified by the Company Board of Directors.

  • The Investor hereby acknowledges and agrees that the Section 203 Approval is limited in accordance with the terms of the Board resolutions as set forth above, and is effective only to the extent of such limitation, as set forth above, and that Section 203 (and the restrictions on business combinations contained therein) shall otherwise apply to the Investor and its Affiliates and Associates and shall apply as a matter of contract pursuant to this Agreement.

  • The Board of Directors of the Company has irrevocably granted the Section 203 Approval.

  • Notwithstanding any other provision in this Agreement, in no event shall the Section 203 Approval be withdrawn, revoked or modified by the board of directors of the Company; PROVIDED, HOWEVER, that the Section 203 Approval may be withdrawn, revoked or modified by the board of directors of the Company if this Agreement is terminated pursuant to Article 8 hereof.

  • In accordance with ordering paragraph 8 of the KPSC’s May 5, 2022 Order (Case No. 2021-00481), upon issuance of the Section 203 Approval (as defined below), Sellers and Purchaser will jointly inform the KPSC of the issuance of the Section 203 Approval and the date on which the transactions contemplated by the SPA are anticipated to be consummated.

  • The ---------------------------------------- Section 203 Approval is valid and in full force and effect.

  • The Board of Directors of the Company has unanimously approved this Agreement and the Merger for purposes of Section 203 of the DGCL (the "Section 203 Approval").


More Definitions of Section 203 Approval

Section 203 Approval means the action taken by the Company's board of directors referred to in SECTION 4.5(b) with respect to Section 203 of the DGCL.
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Section 203 Approval means an order issued by FERC approving the transfer of any Project Asset to the Purchaser to the extent any Party determines that such approval is required by Section 203 of the Federal Power Act and the regulations issued thereunder.
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Section 203 Approval means the action taken by the SoundView Board of Directors referred to in Section 6.5 causing Section 203 of the DGCL not to apply to this Agreement or the other Transactions.
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Related to Section 203 Approval

  • 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:

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

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

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

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

  • 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.

  • 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.

  • 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.

  • Reimbursement Approval means an approval, agreement, determination, or other decision by the applicable Governmental Authority that establishes prices charged to end-users for pharmaceutical or biologic products at which a particular pharmaceutical or biologic product will be reimbursed by the Regulatory Authorities or other applicable Governmental Authorities in the Territory.

  • 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.

  • NDA Approval means the Approval of an NDA by the FDA for a Product in the U.S.

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

  • 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.

  • Required Approvals shall have the meaning ascribed to such term in Section 3.1(e).

  • Approval Application means a BLA, NDA or similar application or submission for a Product filed with a Regulatory Authority in a country or group of countries to obtain marketing approval for a biological or pharmaceutical product in that country or group of countries.

  • Pricing Approval means such governmental approval, agreement, determination or decision establishing prices for a Licensed Product that can be charged and/or reimbursed in regulatory jurisdictions where the applicable Governmental Authorities approve or determine the price and/or reimbursement of pharmaceutical products.

  • Marketing Authorization Application or “MAA” means an application for Regulatory Approval (but excluding Pricing Approval) in any particular jurisdiction other than the U.S.

  • Price Approval means, in any country where a Governmental Authority authorizes reimbursement for, or approves or determines pricing for, pharmaceutical products, receipt (or, if required to make such authorization, approval or determination effective, publication) of such reimbursement authorization or pricing approval or determination (as the case may be).

  • Regulatory Approval Application means any application submitted to an appropriate Regulatory Authority seeking any Regulatory Approval.

  • 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 Administrative Agent, in its sole discretion, of the conveyance of such Eligible Loan Asset by the Transferor to the Borrower pursuant to the terms of the Purchase and Sale Agreement and the Loan Assignment by which the Transferor effects such conveyance.

  • type-approval means the procedure whereby an approval authority certifies that a type of vehicle, system, component or separate technical unit satisfies the relevant administrative provisions and technical 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.

  • Approved program or approved State means a State administered NPDES program which has been approved or authorized by EPA under 40 CFR Part 123.

  • Competition Act Approval means that one or more of the following shall have occurred: (i) the relevant waiting period in section 123 of the Competition Act shall have expired, been waived or been terminated and the Commissioner shall have issued a letter to the Parties indicating that he does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the Investment; or (ii) the Commissioner shall have issued an ARC in respect of the Investment;

  • Pricing and Reimbursement Approval means, with respect to a Product, the approval, agreement, determination, or decision of any Governmental Authority establishing the list price or level of reimbursement for such Product, as required in a given country or jurisdiction prior to sale of such Product in such jurisdiction.

  • Non-Approval Event means, in respect of the Benchmark: