Special Approval Matter definition

Special Approval Matter means a matter for which either or both of the Independent Third Party (or United, if United delivers a United Approval Notice with respect to such matter) and NewCo have approval rights pursuant to Section 3.07(a).
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Special Approval Matter means a matter for which each of Kingsland and Synergy has approval rights pursuant to Section 3.07(a).
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Special Approval Matter means the matters described in Section 3.05 and Section 3.07.
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Examples of Special Approval Matter in a sentence

  • The Company will not, and will cause its Subsidiaries to not engage in any Special Approval Matter, unless that Special Approval Matter has been approved with the Special Approval Rights.

  • If any Special Approval Matter is approved by the Board pursuant to the Special Approval Rights of this Section 7.3, that Special Approval Matter will be deemed to also be approved by the Quotaholders pursuant to the Special Approval Rights of this Section 7.3, subject to applicable Law.

  • Each Upper Tier Subsidiary agrees that it shall cause its Subsidiaries that are Wholly-Owned Operational Subsidiaries not to authorize, approve, engage in or undertake any Special Approval Matter unless such action by such Wholly-Owned Operational Subsidiary has been approved by a Supermajority Vote of the Governing Board of such Upper Tier Subsidiary or by Supermajority Vote of the Board of Directors of JVCO or by both Shareholders (in the manner specified in Section 3.07).

  • Each Wholly-Owned Operational Subsidiary agrees that it shall not engage in or undertake any Special Approval Matter unless such action by such Wholly-Owned Operational Subsidiary has been approved by a Supermajority Vote of the Governing Board of the Applicable Upper Tier Parent, by Supermajority Vote of the Board of Directors of JVCO or by both Shareholders (in the manner specified in Section 3.07).

  • Each Upper Tier Subsidiary agrees that it shall not engage in or undertake any Special Approval Matter unless such action by such Upper Tier Subsidiary has been approved by a Supermajority Vote of the Governing Board of such Upper Tier Subsidiary by Supermajority Vote of the Board of Directors of JVCO or by both Shareholders (in the manner specified in Section 3.07).

  • FROM PURCHASED FROM UNDERWRITERS THE COMPANY SELLING STOCKHOLDER ------------ ---------------- ------------------- Citigroup Global Markets Inc.

  • Kingsland and the Board approved a Special Approval Matter authorizing Avianca to renew its contract with Empresariales S.A.S (“Empresariales”), an affiliate of Synergy, whereby Empresariales would provide ground transportation for Avianca’s pilots, flight attendants and other professionals for another three years.

  • For a period of twenty-one (21) days following the issuance of a Synergy Buyout Notice, (i) Synergy and Kingsland shall use their reasonable efforts to agree on the implementation of the Special Approval Matter through discussions by their representatives and (ii) to facilitate such discussions, Synergy and Kingsland shall solicit from the Independent Directors their non-binding recommendation regarding approval or disapproval of the Special Approval Matter.

  • For clarity, it is the understanding of the Parties that the matters delegated to the Audit Committee by this Agreement are not intended to include any Special Approval Matter.

  • In this work, the sampling was done based on the length of each boundary and the approach is tested with increments of 0.01 (100 samples on a curve) initially.


More Definitions of Special Approval Matter

Special Approval Matter means the matters described in Section 3.05 and Section 3.07. “Special Deadlock Matter” means the following matters: the matters described in Section 3.05(a)(i) (the approval of the Annual Budget and the Business Plan and any amendment thereof or any material deviation from the Annual Budget or Business Plan). 9 “Subsidiary” or “Subsidiaries” means, with respect to any Person, any Affiliate of such Person that is controlled by such Person, and, for so long as the Entrustment Arrangements are in effect, the Subsidiaries of JVCO also shall include the Entrusted Companies. “Supermajority Vote” means with respect to any JV Company the affirmative vote such number of directors of such JV Company as is equal to or greater than one (1) plus the number of FSPV Directors. “Suzhou Qitian” means the limited liability company incorporated and existing under the laws of the PRC with its registered address at Xxxxx Xxxxx Road, Xxxx Xxx Qiao Tu, Xxxx Xx Town, Suzhou, Jiangsu, PRC, the registration number of which is 320584000000288. “Tax Matters Partner” shall have the meaning set forth in Section 4.05(c). “Third Party” means a Person that is not a Related Person of any Shareholder. “Transaction Agreements” shall have the meaning set forth in the Formation Agreement. “Transfer” shall have the meaning set forth in Section 8.01. “Transferring Shareholder” shall have the meaning set forth in Section 8.02. “UNCITRAL” shall have the meaning set forth in Section 10.03(a). “UNCITRAL Rules” shall have the meaning set forth in Section 10.03(a). “Upper Tier Subsidiary” shall have the meaning set forth in Section 3.16(b)(i). “US$” or “USD” means United States dollars. “Unapplied Share Purchase Proceeds” means (i) the Share Subscription Note (as defined in the Formation Agreement) and any other amount payable with respect to the Share Purchase Price (as defined in the Formation Agreement), (ii) any proceeds of the Share Subscription Note, (iii) any current assets consisting of or derived from any portion of the Share Purchase Price or the Share Subscription Note that has not been applied to the purchase of Shanghai Chuangxin and/or its Subsidiaries pursuant to the Chuangxin Share Transfer Agreement (including as such transaction may have been restructured pursuant to Section 2.06(b) of the Formation Agreement) or otherwise applied to the purchase of other businesses pursuant to Section 2.06(b) of the Formation Agreement. “Wholly-Owned Operational Subsidiary” shall have the meaning s...
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Related to Special Approval Matter

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

  • 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.

  • Conditional approval means a time-limited status that results when an approved nursing education program has failed to maintain requirements as set forth in this chapter.

  • Final Approval means the Court’s order granting final approval of the Settlement.

  • 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.

  • 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.

  • 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.

  • Final Approval Date means the date upon which Final Approval occurs.

  • 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:

  • Final Approval Order means the proposed Order Granting Final Approval to the Settlement, to be entered by the Court with terms to be agreed upon by the Parties and consistent with this Agreement.

  • 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.

  • Final Approval Hearing means the hearing before the Court where the Parties will request the Final Judgment to be entered by the Court approving the Settlement Agreement, the Fee Award, and the incentive award to the Class Representative.

  • transitional matter means a matter that needs to be dealt with for the purpose of effecting the transition from the provisions of the Acts amended by this Act as in force before this Act comes into operation to the provisions of those Acts as in force after this Act comes into operation.

  • 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;

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

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

  • Environmental Approval means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.

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

  • 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.

  • Governmental Approval is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

  • 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.

  • Requisite Regulatory Approvals has the meaning set forth in Section 7.01(b).

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

  • 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.

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