Board Approval Requirements Clause Samples

The Board Approval Requirements clause defines the conditions under which certain actions or decisions must receive formal approval from a company's board of directors. Typically, this clause outlines which types of transactions, expenditures, or strategic moves—such as mergers, acquisitions, or large capital investments—require a board vote or resolution before proceeding. By establishing clear thresholds and procedures for board involvement, this clause ensures that significant corporate decisions are subject to oversight, thereby promoting accountability and protecting the interests of shareholders and stakeholders.
Board Approval Requirements. Without the prior approval of the Board, including (i) one Ares Director designated to the Board by the Ares Significant Investor pursuant to Section 2.1.2(a), if any, and (ii) one director designated to the Board by the PEP Significant Investor and the ▇▇▇▇▇ Significant Investor pursuant to Section 2.1.2(b), if any, the Company shall not: (a) commence any liquidation, dissolution or voluntary bankruptcy, administration, recapitalization or reorganization of the Company; or (b) approve a budget for any fiscal year of the Company or a material deviation from an approved budget for any fiscal year of the Company.
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Board Approval Requirements. The provisions of the Restated Certificate shall apply mutatis mutandis with respect to quorum requirements for the transaction of business at a meeting of the Board.
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Board Approval Requirements 
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Related to Board Approval Requirements

  • Approval Required This Agreement shall not become effective or binding until approved by the City of Meridian.

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

  • Prior Approval Required Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

  • Submittal Requirements To comply with Subsection 4.1, Consultant shall submit the following: a. Certificate of Liability Insurance in the amounts specified in the section; and b. Waiver of Subrogation Endorsement as required by the section.

  • Board Approval; Vote Required (a) The BCAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.