Approval of the Company Sample Clauses

Approval of the Company. (1) The Company hereby confirms that its Board, after consultation with its advisers and upon the recommendation of the special committee of the Board, by resolution of such Board passed unanimously by those directors entitled to vote thereon, has: (i) determined that the Offer is fair to the holders of the Shares from a financial point of view and that this Agreement and the transactions contemplated hereby are in the best interests of the Company; (ii) approved this Agreement and the transactions contemplated thereby; and (iii) resolved to recommend that the Shareholders accept the Offer and tender their Shares to the Purchaser. (2) Subject always to the compliance by the Company's Board with its fiduciary obligations, the Company covenants to cooperate with the Purchaser and to take all reasonable action to support the Offer and shall make available to the Purchaser, for mailing by the Purchaser concurrently with the Offer Documents, a Directors' Circular (together with all amendments, supplements and exhibits thereto, the "Directors' Circular") in English and in French, which shall reflect the determinations and recommendation referred to in Section 1.2(1) together with a fairness opinion of TD Securities Inc. The Company shall comply in all material respects with all of its obligations pursuant to the Securities Laws in respect of the Offer including with respect to the preparation of a formal valuation of the consideration payable under the Offer. The Purchaser and its counsel shall be provided with a copy of the Directors' Circular and a reasonable opportunity to review and provide comments thereon prior to it being mailed to Shareholders and filed with the applicable securities regulatory authorities. (3) For greater certainly, nothing in this Agreement shall prohibit the Board from taking any action consistent with the Board's fiduciary duties, including withdrawing or changing the recommendation described in Section 1.2(1).
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Approval of the Company. All actions and proceedings hereunder and all documents required to be delivered by the Fund hereunder or in connection with the consummation of the transactions contemplated hereby, and all other related matters, shall have been reasonably acceptable to the General Counsel of the Company, as to their form and substance.
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Approval of the Company. Each of the Purchasers shall have received a duly executed copy of the prior written approval of the Company with respect to (i) the Warrant Purchase and the Transfer of the Warrant to the Purchasers in accordance with Section 2(d) of the Warrant and (ii) the Registration Rights Assignment, a copy of which is attached hereto as Exhibit D.
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Approval of the Company. SHAREHOLDERS; NOTICE/CONSENT OF THE TRUSTOR To the extent that pledging the business shares requires the approval of the general meeting of shareholders and/or the shareholders pursuant to the articles of partnership to be effective, the PARTIES FURNISHING COLLATERAL oblige themselves to bring about this approval and to submit it to the BANKS in written form through the recording notary public. The PARTIES FURNISHING COLLATERAL herewith commission the notary public to give notice of the lien to the company. LAMBDANET CREDIT AGREEMENT page 5 of the agreement dated xx xx, xxxx
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Approval of the Company. Triumph shall have the right to approve the selection of the Company, and the Company must qualify as being within a designated target industry under Section 288.005(7), Florida Statutes.
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Related to Approval of the Company

  • Capital of the Company Except as expressly provided for in this Agreement, no Member shall be entitled to withdraw or receive any interest or other return on, or return of, all or any part of its Capital Contribution, or to receive any Company Assets (other than cash) in return for its Capital Contribution. The Class A Member shall not be entitled to make a Capital Contribution to the Company except as expressly authorized or required by this Agreement.

  • State Approval of Replacement Personnel The Engineer may not replace the project manager or key personnel without prior consent of the State. The State must be satisfied that the new project manager or other key personnel is qualified to provide the authorized services. If the State determines that the new project manager or key personnel is not acceptable, the Engineer may not use that person in that capacity and shall replace him or her with one satisfactory to the State within forty-five (45) days.

  • Authority of the Company To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.

  • OFFICE OF THE COMPANY As long as any of the Warrants remain outstanding, the Company shall maintain an office or agency (which may be the principal executive offices of the Company) where the Warrants may be presented for exercise, registration of transfer, division or combination as provided in this Warrant.

  • APPROVAL OF GENERAL COMMUNICATIONS Competitive Supplier shall cooperate with the Town in the drafting and sending of messages and information to Eligible Consumers concerning the Program or any matter arising under or related to this ESA. Prior to sending any direct mail, advertising, solicitation, bill insert, electronic mail, or other similar written or electronic communication (collectively, “General Communications”) to Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town for its review to determine whether it is consistent with the purposes and goals of the Town. The Town shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the Town, factually inaccurate or likely to mislead; provided, however: (i) that the communication shall be deemed approved if the Town fails to respond within seven (7) business days; and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; (b) which has been approved by or is required by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill insert or message included at the bottom of such bill not within the scope of (a) or (b) above shall require approval. If the Town objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the Town, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing that it has not been endorsed by the Town, (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications, (iii) has stated in connection with such chance to opt not to receive such communications that “the Town wants to protect Eligible Consumers from receiving marketing materials if you do not wish to do so,” and