Actions Requiring Approval. (a) Notwithstanding anything to the contrary contained in this Pledge Agreement or any of the documents executed pursuant hereto, the Lender will not take any action pursuant to this Pledge Agreement, or any such documents, which would constitute or result in a direct or indirect change of control of any Issuers (including any direct or indirect voting or act transferring control of any Pledged Shares) without first obtaining the approval (or an exemption from the requirement to obtain such approval) of the applicable regulatory authority for such Issuers, if such approval is required by such regulatory authority.
(b) If a Default shall have occurred and be continuing, the Pledgor shall take any action which the Lender may request in the exercise of its rights and remedies under this Pledge Agreement in order to transfer or assign the Collateral to the Lender or to such one or more third parties as the Lender may designate, or to a combination of the foregoing. To enforce the provisions of this SECTION 25, the Lender is empowered to seek from any governmental authority, to the extent required, consent to or approval of any involuntary transfer of control of any entity whose Collateral is subject to this Pledge Agreement for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. The Pledgor agrees to cooperate with any such purchaser and with the Lender in the preparation, execution and filing of any forms and providing any information that may be necessary or helpful in obtaining any applicable governmental authority's consent to the assignment to such purchaser of the Collateral. The Pledgor hereby agrees to consent to any such involuntary transfer of control upon the request of the Lender after and during the continuation of a Default and, without limiting any rights of the Lender under this Pledge Agreement, to authorize the Lender to nominate a trustee or receiver to assume control of the Collateral, subject only to required judicial or other consent required by governmental authorities, in order to effectuate the transactions contemplated in this SECTION 25. Such trustee or receiver shall have all the rights and powers as provided to it by law or court order, or to the Lender under this Pledge
Actions Requiring Approval. The approval of G1 and A1 pursuant to Section 6.1 shall be required to authorize the Company or any Subsidiary to take any of the following actions:
(a) authorize or designate, whether by reclassification or otherwise, any new class or series of stock or any other securities convertible into or exchangeable for equity securities of the Company or issue any equity securities or securities convertible into or exchangeable for equity securities of the Company, other than pursuant to the Approved Option Plan, except for securities offered pro-rata to all existing Stockholders in the event that the Company has breached or, save for such issue, would be likely to breach its banking covenants;
(b) effect, approve or authorize any liquidation of the Company or any recapitalization or reorganization of the Company or any Subsidiary;
(c) increase or decrease the authorized number of members of the Board of Directors or the manner in which they are to be elected;
(d) amend, alter or repeal, whether by merger, consolidation, combination, reclassification or otherwise, the Certificate of Incorporation or the bylaws of the Company or any provisions thereof (including the adoption of a new provision thereof) or effect a Sale of the Company;
(e) Making any substantial loan, guarantee or indebtedness outside the ordinary course of business;
(f) Making any loan to any of the Company's directors, stockholders or officers;
(g) Effecting any material, out of the ordinary course capital expenditure;
(h) Changing, in any material respect, any titles, duties or compensation of corporate officers;
(i) Changing any of the Company's professional advisors;
(j) Changing the accounting methods utilized by the Company in any material respect;
(k) Authorizing bonuses to any corporate executive or family members of any director or corporate executive;
(l) Settling any material claims;
(m) Granting any lien on or pledge of the Company's assets outside the ordinary course of business;
(n) Material acquisition of assets outside the ordinary course of business;
(o) File for protection under any law of bankruptcy, insolvency or reorganization; or
(p) Enter into any material agreement outside the ordinary course of business.
Actions Requiring Approval. The following actions by the Employee shall require the prior written approval of the Board of Directors of the Company:
(a) the acquisition, disposal, mortgage or encumbrance of real property or buildings (including any lease of such real property);
(b) the acquisition of any fixed asset at a cost exceeding $50,000.00.
(c) contracting for the performance of building or construction work at a cost exceeding $50,000.00.
(d) the establishment or closing down of branch offices of the Company;
(e) the entering into, termination of or alteration of tenancy agreements, leases or agreements to lease at costs exceeding $50,000.00 per annum.
(f) the entering into, termination of or alteration of any agreements under which the Company agrees to perform its business, whether in whole or in part, for the benefit of another person or company; beyond the normal conduct of the business;
(g) the entering into guarantees not usual in the type of business carried on by the Company from time to time.
(h) the drawing or accepting of drafts or promissory notes, excluding checks;
(i) the granting or obtaining of credit or loans which are not normal to the running of the business or which exceed the credit limits granted to the Company;
(j) the entering into, termination or alteration of contracts of employment involving Vice Presidents or Officers of the Corporation.
(k) the granting of any payment, allowance or other benefit to any employee where such grant is made upon, from or after the termination through may cause of that employee's employment with the Company; exceeding $50,000.00;
(l) the granting or withdrawal of the Company's Power of Attorney to or from any person;
(m) the making to or with any person of a promise, agreement or representation relating to participation of the person in the turnover or profits of the Company;
(n) entering into financial transactions with a shareholder or manager of the Company and establishing salaries and/or remunerations of board members;
(o) the entering into consultancy agreements or agreements of a similar nature;
(p) the purchase or disposal of shares in any company.
(q) the purchase or disposal of an enterprise, as a whole or in part.
Actions Requiring Approval. Internally, the general managers must obtain the approval of the shareholders for legal transactions designated as requiring approval by the shareholders' meeting.
Actions Requiring Approval. Notwithstanding any other provision of this Agreement, the written consent of the Member shall be required to approve the following matters:
(i) the dissolution or winding up of the Company;
(ii) the merger or consolidation of the Company;
(iii) the sale, transfer, contribution, exchange, mortgage, pledge, encumbrance, lease or other disposition or transfer of all or substantially all of the assets of the Company;
(iv) the declaration of any distributions by the Company; and
(v) amendments to this Agreement.
Actions Requiring Approval. 13 ARTICLE V TERM.....................................................13 ARTICLE VI MISCELLANEOUS............................................13
Actions Requiring Approval. Except as otherwise provided in this Agreement, GSH and CMI shall cause PPK LP not to engage in any of the following transactions:
(a) Payment of fees to GSH, unless approved by Litwin or CMI;
(b) Payment of fees to CMI, Xxxxxx or any entities related to Litwin or XXX, xnless approved by GSH;
(x) Xxxment of fees to advisors (legal, financial or accounting), unless approved by both CMI and GSH; and
(d) Amendment of its limited partnership agreement, unless approved by GSH and CMI.
Actions Requiring Approval. The approval of 90% of the Stockholders shall be required to authorize the Company or any Subsidiary to take any actions which could require the Stockholders to contribute money or other property to the Company or any Subsidiary. Notwithstanding the foregoing, such approval shall not be required to authorize the Company or any Subsidiary to enter into transactions with any one or more Stockholders relating to the contribution of money or other property by any Stockholder to the Company or any Subsidiary.
Actions Requiring Approval. 5 Section 3.3
Actions Requiring Approval. During the Earn-Out Period, the taking of any of the following actions shall require the prior written consent of Xxxxxxx X. Xxxxxxx, so long as he is employed by S&W, the Surviving Corporation, or one of S&W’s subsidiaries, or, in the event Xx. Xxxxxxx is not so employed, Xxxxxx X. Xxxx, so long as he is employed by S&W, the Surviving Corporation, or one of S&W’s subsidiaries, or, in the event that neither Xx. Xxxxxxx nor Xx. Xxxx is so employed, the Stockholders’ Representative, which consent shall not be unreasonably withheld, delayed, or conditioned:
(A) Causing the Surviving Corporation to purchase or acquire, or transfer or convey, any material assets or properties or enter into any material transaction or make or enter into any material contract or commitment, except in the ordinary course of business or as contemplated by the USR Operating Plan;
(B) Causing the Surviving Corporation to make any loan or advance to, or purchase any stock or securities of, any other person, corporation, trust, or other entity if such action would materially impair the working capital of the Surviving Corporation;
(C) Changing, in any material respect, the accounting methods or practices followed by the Surviving Corporation from the accounting methods or practices followed by USR in the period prior to the Effective Time;
(D) Causing the Surviving Corporation to make any capital expenditures, capital additions, or capital improvements in excess of $50,000 individually or $100,000 in the aggregate, except for capital expenditures, capital additions, or capital improvements reflected in the USR Operating Plan;
(E) Changing the location of the principal place of business of the Surviving Corporation; and
(F) Hiring and termination of employment of more than 10% of the Continuing Employees, other employees of the Surviving Corporation, or employees of S&W or any of its subsidiaries whose work efforts are primarily related to the conduct of the business of the Surviving Corporation, all except for the termination for cause of employees under S&W’s standard employment practices.
