Transaction Consent definition

Transaction Consent means the irrevocable affirmative vote, written resolutions, and/or written consent, as applicable, in form and substance reasonably acceptable to HCIC, of holders of the Requisite Approval (including the Requisite Shareholders) in favor of the approval and adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement (whether provided separately or such consent being contained in the Plus Holdings Shareholders’ Written Resolutions).
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Transaction Consent has the meaning set forth in Section 6.8(a).
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Transaction Consent means consent:
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Examples of Transaction Consent in a sentence

  • The F-Reorg Consent and the Transaction Consent, if executed and delivered, would qualify as the Company Shareholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

  • The F-Reorg Consent and the Transaction Consent shall have been obtained.

  • The Company shall use its best efforts to obtain the Transaction Consent at the Company Shareholders Meeting, including by soliciting from its shareholders proxies as promptly as possible in favor of this Agreement and the Mergers, and shall take all other action reasonably necessary or advisable to secure the Company Shareholder Approval.

  • Specifically, the Lock-up Agreement enables the Issuer to implement the Agreed Transaction by way of either the Agreed Transaction Consent Solicitation; or should the Agreed Transaction Consent Solicitation be unsuccessful, via the Schemes of Arrangement.

  • The Company hereby covenants and agrees to convene and hold the Company Shareholders Meeting on or prior to August 30, 2010, unless the Company delivers to the Purchaser a true, complete and correct copy of the Transaction Consent executed by all of the shareholders of the Company prior to such date.

  • Any Notice of Transaction Consent or Notice of Firm Take-Out Commitment delivered by the Agent shall not constitute a waiver, release or other modification of any obligation of any MFN Entity under the DBAB Side Letter.

  • A true, correct and complete copy of each of the Seller Requisite Consent and Affiliate Transaction Consent has been made available to Buyer and each of the Members who did not execute such consent and each of the Seller Requisite Consent and Affiliate Transaction Consent is in full force and effect.

  • Subject to the terms of this Modification Agreement and satisfaction of each of the conditions to the Effective Date set forth herein, the Agent and the Lenders hereby agree to the Requested SHPP Transaction Consent.

  • Further details in relation to the Agreed Transaction Consent Solicitation will be announced in due course.

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More Definitions of Transaction Consent

Transaction Consent means all Consents set forth on or contemplated by, or that are or would be required to be set forth on or contemplated by, Section 3.04(c) of the Disclosure Schedule, determined by disregarding any qualification or limitation based on materiality, including the terms “material” or “Material Adverse Effect” or any similar materiality or similar qualification or limitation, set forth in Section 3.04(c), including for the purpose of determining any of the effects set forth in Section 3.04(c). Notwithstanding anything to the contrary set forth in this Section 5.14(a), the Seller and the Purchaser shall each equally share the cost of all Consent Payment Amounts necessary to obtain any Seller Required Consents; provided that neither the Seller nor the Purchaser shall be required to agree to pay an aggregate amount of Consent Payment Amounts arising from obtaining the Seller Required Consents in excess of $5,000,000 each (for a total of $10,000,000 of such Consent Payment Amounts for the Seller and the Purchaser) and the Purchaser shall not be required to pay such Consent Payment Amount until the Closing. The parties hereto understand and acknowledge that nothing in this Section 5.14(a) shall be deemed to constitute or result in a waiver of the conditions to the Closing set forth in Section 8.01(e) or Section 8.02(d).
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Transaction Consent shall not include the transfer of any asset, property or right under the Pixar SGI License and (B) to the extent the term "Transaction Consent" includes any Consent or other action or agreement to provide any maintenance or other similar on-going support following the Closing, Seller Group shall not be responsible for such maintenance or other on-going support following the Closing or for any upfront payment due after the Closing with respect to such maintenance or on-going support.
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Related to Transaction Consent

  • Transaction Confirmation means a document, similar to the form of Exhibit A, setting forth the terms of a transaction formed pursuant to Section 1 for a particular Delivery Period.

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

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Merger Agreement has the meaning set forth in the Recitals.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Lender Consent means any lender consent delivered by a Lender on the Closing Date in the form of Exhibit 4.1(a).

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Related Transactions Documents means the Loan Documents, and all other agreements or instruments executed in connection with the Related Transactions.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Consent Agreement means this Consent Agreement, duly signed and concluded between the Commission and the Respondent, as contemplated in section 40(1) of the Act.

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Governmental Consent means any notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, or the expiration or termination of any statutory waiting periods;

  • Authorization Letter means a letter agreement executed by Borrower in the form of EXHIBIT A.

  • Parent Agreement has the meaning given to it in Clause 12;