Approval by Parent Sample Clauses

The 'Approval by Parent' clause requires that certain actions, decisions, or agreements made by a subsidiary or related entity must first receive formal consent from its parent company. In practice, this means that before entering into significant contracts, making major financial commitments, or undertaking strategic changes, the subsidiary must seek and obtain approval from the parent organization. This clause ensures that the parent company maintains oversight and control over key activities of its subsidiaries, thereby reducing the risk of unauthorized or undesirable actions and aligning subsidiary operations with the parent’s overall objectives.
Approval by Parent. The Merger shall be approved by the Board of Directors of Mission West-California in accordance with the provisions of Section 1110(a) of the CGCL. The Merger shall be approved by the shareholders of Mission West-California as provided in Section 1110(c) of the CGCL.
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Approval by Parent. Promptly following the execution and delivery of this Agreement by the Parties hereto, (a) Parent, as sole stockholder of Merger Sub 1, shall adopt this Agreement and approve the First Merger, in accordance with the DGCL, by written consent and (b) Parent, as sole member of Merger Sub 2, shall adopt this Agreement and approve the Second Merger, in accordance with the DLLCA, by written consent, which written consents shall be provided to the Company.
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Approval by Parent. (a) As promptly as practicable, Parent, through its board of directors, will convene a meeting of its stockholders (the "Parent Stockholders' Meeting") for the purpose of voting upon, and will use its reasonable best efforts to solicit from its stockholders a vote in favor of, (i) approval of the Mergers, (ii) approval of the issuance of Parent Shares pursuant to the Capital Increase, (iii) the appointment of two additional members to Parent's board of directors as contemplated by Section 8.8, and (iv) such other matters as Parent reasonably believes are necessary to be approved under applicable law to consummate the Mergers in accordance with the terms hereof (collectively, the "Parent Proposals"). Notwithstanding anything in this Agreement to the contrary, (y) Parent shall be permitted to adjourn the Parent Stockholders' Meeting, from time to time, until such time as all other conditions set forth in Article IX (other than conditions which by their terms are to be satisfied at Closing) have been satisfied or duly waived and (z) unless this Agreement is terminated in accordance with its terms, Parent will call, hold and convene the Parent Stockholders' Meeting for the purpose of considering the approval of the Parent Proposals. (b) Subject to the provisions of this Section 8.2(b), Parent's board of directors will recommend that Parent's stockholders vote in favor of the Parent Proposals. Neither Parent's board of directors nor any committee thereof will amend modify, withdraw, condition or qualify the recommendation in a manner adverse to the Company unless Parent's board of directors determines in good faith, based on the advice of independent outside legal counsel, that the failure to so amend, modify or withdraw, condition or qualify the recommendation would be reasonably likely to result in a violation of its fiduciary duties under applicable law.
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Approval by Parent. This agreement is conditional on the written approval of the Pharma Management Board of Merck KGaA, the parent company of Lipha, of both this agreement and the Obesity Agreement. If such approval is not obtained by Lipha within 60 days of execution of this agreement by Autogen, then this agreement will lapse and be of no further force and effect. Lipha must use all reasonable endeavours to procure satisfaction with this condition. If as a result of the non-satisfaction of this condition, this agreement lapses, then the following will apply: (a) Autogen will not be liable to repay any up-front payment made to it; (b) Lipha will have no entitlement to any Stage 1 Results; (c) Lipha will have no rights to any Stage 1 Results; (d) Lipha must immediately return to Autogen any and all Autogen Know-How and Stage 1 Know-How; and (e) the provisions of clauses 9, 18, 20 and 21 will continue to apply.
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Approval by Parent. Parent shall, promptly following execution of this Agreement, cause the sole shareholder of Purchaser to approve this Agreement in accordance with applicable Law and the certificate of incorporation and bylaws of Purchaser.
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Approval by Parent. The Agreement, which provides for the merger of the Parent into the Subsidiary, was adopted and approved by: (a) all of the directors of the Parent pursuant to a unanimous written consent of the directors of the Parent dated __________; and (b) the holders of a majority of the outstanding common shares, par value $0.0001 per share, of the Parent at a duly called special meeting of the shareholders of the Company held on _________.
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Related to Approval by Parent

  • Approval by the Board Notwithstanding the foregoing, the Advisor may not take any action on behalf of the Company without the prior approval of the Board or duly authorized committees thereof if the Charter or Maryland General Corporation Law require the prior approval of the Board. If the Board or a committee of the Board must approve a proposed investment, financing or disposition or chooses to do so, the Advisor will deliver to the Board or committee, as applicable, all documents required by it to evaluate such investment, financing or disposition.

  • Approval/Non-Approval We will notify you whether your Application has been approved or denied within 14 days after the date we receive a completed Application. Notification may be in person or by mail or telephone unless you have requested that notification be by mail. You must not assume approval until you receive actual notice of approval. The 14-day time period may be changed only by separate written agreement.

  • Approval Rights So long as SCG Beneficially Owns 25% or more of the Common Shares outstanding, SCG shall have the right (each, an "Approval Right") to approve the following matters as proposed by the Company:

  • Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

  • Stockholder Consent (a) So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with Delaware law and its certificate of incorporation and by-laws, take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene, and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders. The Company shall notify each Stockholder, whether or not entitled to vote, of the proposed Company stockholders’ meeting. Such meeting notice shall state that the purpose, or one of the purposes, of the meeting is to consider the Merger and shall contain or be accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company’s Board of Directors and the requisite Stockholders otherwise take all actions reasonably necessary to approve this Agreement and the transactions contemplated hereby by written consent in lieu of a meeting of the stockholders of the Company to the extent permitted by applicable law. (b) The Board of Directors of the Company shall unanimously recommend such approval and shall use all reasonable efforts to solicit and obtain such approval; provided, however, that the Board of Directors of the Company may at any time prior to approval of the Stockholders (i) decline to make, withdraw, modify or change any recommendation or declaration regarding this Agreement or the Merger or (ii) recommend and declare advisable any other offer or proposal, to the extent the Board of Directors of the Company determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal is necessary to comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement). The Company shall provide written notice to Parent promptly upon the Company taking any action referred to in the foregoing proviso. (c) Pursuant to the DCGL, at any time before the certificate of merger is filed with the Secretary of State of the State of Delaware, including any time after the Merger is authorized by the Stockholders, the Merger may be abandoned and this Agreement may be terminated in accordance with the terms hereof, without further action by the Stockholders.