GS Approval Clause Samples

GS Approval. In addition to the actions requiring prior Member approval pursuant to Section 6.1(a), for so long as any Class B Units remain outstanding, neither the Company nor any Member shall take or permit to be taken any of the following actions without first having obtained the written consent of all of the Class B Members: (i) engage in any transaction or series of related transactions with Affiliates of the Company; provided, however, that the Company and its Subsidiaries may continue to perform in accordance with agreements with Affiliates of the Company that are in existence on the Effective Date and described in Schedule 6.11(a); (ii) consummate a Liquidation Event (other than a transaction or series of related transactions that constitutes a Change of Control of the Company, but to which the Company is not a party) that does not involve payment to the Members holding Class B Units of the entire remaining amount, if any, of the Unrecovered Investment Balance after giving effect to such Liquidation Event; (iii) settle any material civil litigation or settle any criminal proceeding; (iv) materially change the business of the Company; (v) acquire equity or assets of another Person in a transaction or transactions involving, individually or in the aggregate, more than twenty-five percent (25%) of the Distributable Cash for the year in which such acquisition occurs; (vi) the Company or any Subsidiary of the Company incurring any Indebtedness, other than Indebtedness incurred to the Company or a Subsidiary of the Company, if the Unrecovered Investment Balance at the time of such incurrence (pro forma for any Distributions made out of such Indebtedness) has not been reduced to zero (0) and is greater than the Projected Investment Value; (vii) sell, lease, license or otherwise Transfer (other than a pledge, grant of security interest, or similar encumbrance in connection with an incurrence of Indebtedness that does not require the written consent of all Class B Members pursuant to clause (vi) above) all or substantially all of the assets or equity, as applicable, of any Subsidiary of the Company or any division or business segment of the Company or any Subsidiary of the Company, except in connection with any monetization transaction in connection with the Business of the Company, and except for transfers of assets from the Company or any Subsidiary of the Company to any Subsidiary of the Company or the Company in connection with the development of Facilities in the o...
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Related to GS Approval

  • Application Approval Our representative will notify you (or one of you, if there are co-applicants) of the Application approval, execute the Lease agreements for signature prior to occupancy, and, once complete, credit the application deposit of all applicants toward the required security deposit.

  • FCC Approval Notwithstanding anything to the contrary contained in this Agreement or in the other Loan Documents, neither the Administrative Agent nor any Lender will take any action pursuant to this Agreement or any of the other Loan Documents, which would constitute or result in a change in control of the Borrower or any of its Subsidiaries requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. After the occurrence of an Event of Default, the Borrower shall take or cause to be taken any action which the Administrative Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Administrative Agent to exercise and enjoy the full rights and benefits granted to the Administrative Agent, for the benefit of the Lenders by this Agreement or any of the other Loan Documents, including, at the Borrower’s cost and expense, the use of the Borrower’s best efforts to assist in obtaining such approval for any action or transaction contemplated by this Agreement or any of the other Loan Documents for which such approval is required by Law.

  • HSR Approval All applicable waiting periods (and any extensions thereof) under the HSR Act in respect of the Transactions shall have expired or been terminated.

  • NASDAQ Approval The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares.

  • Approval This Agreement shall not be binding until it has been approved by the Committee during a duly noticed Committee meeting.