Seller Member Approval definition

Seller Member Approval means the consent of all of the holders of the membership interests of the Seller under the Seller Operating Agreement to approve and adopt, as the case may be, this Agreement, the Ancillary Agreements and the other transactions contemplated hereby, in each case, in accordance with the Seller Operating Agreement, and which shall include a waiver in accordance with applicable Law by such holders of any appraisal, dissenters’ or similar rights that may be available to such holders in connection with this Agreement, the Ancillary Agreement and/or the other transactions contemplated hereby.
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Seller Member Approval means the consent of the holders of the requisite voting units of the Seller required under the Seller Operating Agreement to approve and adopt, as the case may be, this Agreement, the Ancillary Agreements and the other transactions contemplated hereby, in 1006446332v28 each case, in accordance with the Seller Operating Agreement, and which shall include a waiver in accordance with Applicable Law by such holders of any appraisal, dissenters’ or similar rights that may be available to such holders in connection with this Agreement, the Ancillary Agreement and/or the other transactions contemplated hereby.
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Seller Member Approval means the approval of this Agreement and the transactions contemplated hereby by an affirmative vote of at least a majority of the total units held by the members of Seller. The Seller Member Approval shall not include approval of a plan of distribution of the Shares or a plan for liquidation of Seller.
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Examples of Seller Member Approval in a sentence

  • The Seller has obtained the Seller Member Approval in accordance with the terms of the Seller Operating Agreement.

  • For clarity, there shall be at Closing a Seller Member Approval for each of Aggieland, Vxxxxxx and FCR.

  • Each of the Sellers will use commercially reasonable efforts to either convene and hold a meeting of their members for the purpose of obtaining Seller Member Approval or obtain and deliver written consents (which may be by proxy) from the members constituting Seller Member Approval in accordance with Texas Law setting forth the unanimous approval of this Agreement and the transactions contemplated hereby by the Members.


More Definitions of Seller Member Approval

Seller Member Approval is defined in Section 2.5.
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Seller Member Approval means the written approval of members of Seller holding more than fifty percent (50%) of the limited liability company interests in Seller that (a) have not been revoked and remain effective through the end of the five (5)-day period during which the members of Seller are permitted to give notice to call for Seller to hold a Seller Member Meeting, and during which no such notice has been duly given, (b) in the event that a Seller Member Meeting shall have been called, have been delivered at or following such Seller Member Meeting or (c) have otherwise been irrevocably delivered to the Seller Managing Board in accordance with applicable Law and the Organizational Documents of Seller.
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Related to Seller Member Approval

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

  • Required Shareholder Approval has the meaning in Section 2.20.

  • 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.

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

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

  • 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.

  • 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.

  • 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;

  • 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.

  • Seller Consents has the meaning set forth in Section 3.03.

  • Required Consents shall have the meaning set forth in Section 4.5.

  • Shareholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) from the shareholders of the Company to permit the exercise of the Warrants.

  • Required Consent has the meaning set forth in Section 4.4.

  • 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:

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

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

  • 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).

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

  • 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.

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