Unanimous Approvals Clause Samples

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Unanimous Approvals. References to any act of the Company Board or the Special Committee being unanimous or requiring unanimity excludes, as applicable, any director who (a) did not vote on the approval of the matter, having disclosed in writing the nature and extent of his or her potential interest in the matter, or (b) the majority of the Company Board determines, acting in good faith, is not independent or has a conflict in respect of the subject matter thereof.
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Unanimous Approvals. No written amendment, supplement, ------------------- modification or waiver which adds, deletes, changes or waives any provisions of the Loan Documents shall (i) extend either the Maturity Date or any installment or required prepayment of any Advances; (ii) reduce the rate or extend the time of payment of interest on any Advances or Letters of Credit: (iii) reduce the principal amount of any Advances or Letters of Credit; (iv) reduce the Fees, or any other fee payable to the Lenders; (v) change any Lender's Percentage or the amount of any Advance or Letter of Credit of any Lender (except to the extent permitted by Sections 7.17 and 7.18 hereof); (vii) change any provision of this Section 7.14 or the definition of Required Lenders; (viii) consent to or permit (if not expressly permitted under the Loan Documents) the assignment or transfer by the Company of any of its rights and obligations under any Loan Document, consent to any merger or consolidation or sale, lease or other disposal of all or a substantial part of the Company's property or assets, modify any financial covenants, change, amend, modify or release any negative pledge, waive any Default or Event of Default, or waive or release any lien on any of the Mortgaged Properties or commence any judicial or nonjudicial foreclosure proceeding, in each case without the written consent of the Agent and each Lender; or (ix) amend, modify or waive any provision of any Loan Document, if the effect thereof is to affect the rights or duties of Agent, without the written consent of the then Agent. Any such amendment, supplement, modification or waiver shall apply to each of the Lenders equally and shall be binding upon the Company, the Lenders, Agent and all future holders of the Promissory Notes. In the case of any waiver, the Company, the Lenders and Agent shall be restored to their former position and rights hereunder and under the outstanding Promissory Notes, and any Default or Event of Default waived shall be deemed to be cured and not continuing, but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. 11. Exhibit A to the Credit Agreement is hereby deleted in its entirety and replaced with Exhibit A which is attached as Appendix I to this Amendment. 12. Schedule 8 to the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 8 which is attached as Appendix II to this Amendment.
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Unanimous Approvals. All of the Stockholders, and all members of the Company’s Board of Directors, shall have voted for, or validly given their written consent to, the approval and adoption of this Agreement and the Ancillary Agreements, all in accordance with Florida Law and the Company’s articles of incorporation and bylaws.
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Unanimous Approvals. Except as otherwise provided herein or as required by law, all actions requiring the approval of the Board will require unanimous approval. Such actions include the strategic direction, budgets, and appointment of officers other than the President.
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Related to Unanimous Approvals

  • Consents, Approvals, Etc No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, or the Insider Letter, except for the registration under the Act and the Exchange Act of the Securities, and such as may be required under the state securities or blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Registration Statement, Statutory Prospectus and the Prospectus.

  • Consents; Approvals No consents, filings (other than Federal and state securities filings relating to the issuance of the Shares pursuant to applicable exemptions from registration, which the Company hereby undertakes to make in a timely fashion), authorizations or other actions of any governmental authority are required to be obtained or made by the Company for the Company’s execution, delivery and performance of this Agreement which have not already been obtained or made or will be made in a timely manner following the Closing.

  • Consents, Licenses, Approvals, etc Lender shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by Borrower, and the validity and enforceability, of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect.

  • Requisite Approvals Upon execution of this Agreement, it will have taken all necessary actions pursuant to its governing documents or other legally sufficient means to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto, and the consummation of the transactions contemplated hereby and thereby.

  • Board Approvals The Company Board of Directors, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement, the Offer and the Merger are advisable and fair to and in the best interests of the stockholders of the Company, (ii) duly and validly approved, adopted and declared advisable this Agreement and the Transactions and taken all other corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions, and (iii) resolved to recommend, subject to Section 5.2, that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer, and approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified, except as provided in Section 5.2. The action taken by the Company Board of Directors constitutes approval of the Transactions (including each of the Offer and the Merger) by the Company Board of Directors under Section 203 of the DGCL, and no other state takeover statute or similar statute or regulation in any jurisdiction in which the Company does business is applicable to the Transactions (including each of the Offer and the Merger).