Seller Board Approval definition

Seller Board Approval has the meaning set forth in Section 4.2.
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Seller Board Approval shall have the meaning ascribed thereto in Section 7.2(f) hereof.
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Seller Board Approval means approval of, and recommendation to the Stockholders of Seller by, the board of directors of Seller of this Agreement and the Contemplated Transactions.
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Examples of Seller Board Approval in a sentence

  • The (i) Seller Stockholder Approvals and (ii) Seller Board Approval shall have been obtained.

  • The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated by this Agreement to which Seller is a party have been duly authorized by all necessary corporate action on the part of Seller, except for and subject to the Seller Stockholder Approvals, Seller Partner Approval and Seller Board Approval.

  • Seller shall provide written notice to Purchaser promptly upon obtaining the Seller Board Approval (the “Seller Board Approval Notice”).

  • This Agreement does not constitute an offer to sell and shall not bind Seller or Purchaser unless and until (a) both Parties shall have executed and delivered to each other an executed original counterpart hereof, and (b) in the case of Seller, Board Approval has been obtained in accordance with Section 2.3 of this Agreement.

  • The Split-Off and the terms of this Agreement shall have obtained Seller Board Approval by the New Board as provided for in Section 3.7 above.

  • Seller has delivered to Buyer a certified copy of the Seller Board Approval, which has not been revoked, rescinded or amended.

  • Other than the Seller Board Approval and the Requisite Seller Consent, no other votes, approvals or consents on the part of the Seller, any Company, any of its Subsidiaries and/or any of the Seller Unitholders are necessary under the Laws under which the Seller or the Companies or their Subsidiaries are organized, any of the Organizational Documents or any Contracts to which the Seller, any Company or any of its Subsidiaries is a party to adopt this Agreement and approve the Transactions.

  • The Officer Certificate shall include a certification as to the terms and effectiveness of the Organizational Documents of the Seller and the Companies, the valid adoption of (i) the Seller Board Approval (whereby this Agreement and the Transactions were unanimously approved), and (ii) the Requisite Seller Consent, and attaching such Seller Board Approval and the Requisite Seller Consent.

  • Notwithstanding the foregoing, if Seller provides the Seller Board Approval Notice to Purchaser after the expiration of the Seller Board Approval Period and prior to the termination of this Agreement by Purchaser pursuant to this Section 4.2, then this contingency shall be deemed to be satisfied, and neither Seller nor Purchaser thereafter shall have the right to terminate this Agreement pursuant to this Section 4.2.

  • The Seller has received the Special Committee Approval and the Seller Board Approval, and the Special Committee has made the Special Committee Recommendation and the Seller Board has made the Seller Board Recommendation.

Related to Seller Board Approval

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

  • Purchaser Board means the board of directors of the Purchaser.

  • Acquiror Board means the board of directors of Acquiror.

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

  • Required Shareholder Approval has the meaning in Section 2.20.

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

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

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

  • Parent Board means the board of directors of Parent.

  • 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.

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

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

  • 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;

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

  • Stockholder 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 stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.

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

  • Merger Sub Board means the board of directors of Merger Sub.

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

  • Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.

  • 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.

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

  • 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.

  • Parent Board Recommendation has the meaning set forth in Section 5.11(a).

  • 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: