Special Committee Approval definition

Special Committee Approval has the meaning set forth in the Recitals.
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Special Committee Approval means the approval by the Special Committee of the Restructuring, the Company's issuance of the Series A Preferred Stock, the Company's issuance of the Notes, including the Company's issuance of the Warrants and, in each case, of the terms thereof.
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Special Committee Approval means approval by at least four (4) of the five (5) members of the Special Committee.
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Examples of Special Committee Approval in a sentence

  • For a discussion of the factors the Special Committee considered in reaching its decision, see "Special Factors--Determination of the Special Committee; Approval of the APY Board of Directors" and "Special Factors--Fairness Opinions--Opinion of APY's Financial Advisor." APPROVAL OF THE AFC BOARD OF DIRECTORS On February 19, 1997, the AFC Board approved the Merger Transactions and the Merger Agreement.

  • The Special Committee Approval is the only corporate approval on the part of CLNC and CLNC OP required with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including, without limitation, the change in manager of CLNC required pursuant to the Investment Advisers Act of 1940, as amended and the Management Agreement.

  • Depending on the pH and the concentrations of various constituents in the water, there can be either precipitation or solution.

  • Except for the Special Committee Approval and approval of the Board, no other corporate action on the part of Avenue or Avenue’s stockholders is necessary to authorize the execution, delivery and performance by Avenue of this Agreement and the consummation by Avenue of the transactions contemplated hereby, including the Repurchase.

  • See the section entitled “The Merger—Emisphere’s Reasons for the Merger; Recommendation of the Special Committee; Approval of the Emisphere’s Board” for a detailed discussion of the reasons for and benefits of the merger.

  • The announcement of the Cash Dividend shall be subject to the satisfaction, or waiver, in whole or in part, by Renren in its sole and absolute discretion, of the following conditions:(a) The Separation as contemplated by Article II shall have been duly completed.(b) Each of the actions prior to the Announcement Date set forth in Section 3.3 shall have been duly consummated.(c) Renren Special Committee Approval.

  • Section 8.1 Non-Survival of Representations and Warranties 34 Section 8.2 Amendment 34 Section 8.3 Waiver 34 Section 8.4 Special Committee Approval 34 Section 8.5 Expenses 34 Section 8.6 Guarantee 34 Section 8.7 Actions by Dual Employees 35 Section 8.8 Applicable Law; Jurisdiction; Specific Performance 35 Section 8.9 Notices 35 Section 8.10 Entire Agreement 36 Section 8.11 Assignment 36 Section 8.12 Construction; Interpretation.

  • The Amendment also provides that any future amendment to or waiver by the Issuer of the Amendment will require Special Committee Approval.

  • The consummation by Texfi of the transactions contemplated by this Agreement, and the effectiveness of this Agreement and the Xxxx of Sale, are subject to the condition that Texfi shall have received the NHLE Consent and the Special Committee Approval.

  • The Special Committee Approval is the only corporate approval on the part of NHI and NHI OP required with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including, without limitation, the change in manager of NHI required pursuant to the Investment Advisers Act of 1940, as amended and the Advisory Agreement.


More Definitions of Special Committee Approval

Special Committee Approval means (i) if, after accounting for any vacancies on such committee and any abstentions, an equal number of C Directors and L Directors would cast votes on the applicable matter, the majority vote of solely the Directors casting votes on the applicable matter, and (ii) if, due to vacancies on such committee and any abstentions, an unequal number of C Directors and L Directors would cast votes on the applicable matter (the higher of the number of C Directors and L Directors casting votes, for purposes of this paragraph, the “Threshold Number”), a number of votes equal to at least one more vote than the Threshold Number.
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Related to Special Committee Approval

  • 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.

  • 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.

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

  • 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.

  • Special Committee means a committee of the Board of Managers of the Company comprised of two individuals, each of whom qualifies as an Independent Manager.

  • 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:

  • 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.

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

  • FCC Approval means the FCC’s grant of the FCC Applications; 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.

  • 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;

  • 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.

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

  • Appeal Committee means the appeal committee established by the Council in terms of section 12(3)(a);

  • Creditors’ Committee means the statutory committee of unsecured creditors appointed in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code.

  • New Board means the board of directors or the board of managers of Reorganized Neiman.

  • Medical Board means the North Carolina Medical Board.

  • 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;

  • Audit Committee means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

  • Nominations Committee means the nominations committee established pursuant to Article 100(k).

  • Listing Committee means the listing sub-committee of the board of directors of the Stock Exchange;

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