Common use of Actions Requiring Approval Clause in Contracts

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 approval of G1 and A1 pursuant Notwithstanding anything contained elsewhere in this Agreement to Section 6.1 the contrary, the Managing Partner shall be required to authorize the Company or any Subsidiary to not take any of the following actionsactions on behalf of the Partnership unless such action has been approved by both of the General Partners: (ai) authorize or designate, whether any incurring of indebtedness for money borrowed by reclassification or otherwisethe Partnership, any new class or series refinancing of stock or any other securities convertible into or exchangeable for equity securities indebtedness of the Company Partnership, any lease of real or issue any equity securities or securities convertible into or exchangeable for equity securities of personal property by the Company, Partnership (other than pursuant to lease of spaces on the Approved Option PlanProperties by tenants in the normal course of business), and any incurring of any obligation by the Partnership for any deferred purchase price of property (except for securities offered pro-rata to all existing Stockholders furniture, fixtures, equipment, inventory and supplies bought on an installment basis or leased 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); (fii) Making any loan to sale, exchange, surrender, dedication, conveyance or other transfer of all or any portion of the CompanyPartnership's directorsassets, stockholders business or officersProperties or any interest therein (except for furniture, fixtures, and equipment sold and replaced in the ordinary course of business, and except for the sale of manufactured homes acquired by the Partnership through foreclosure or abandonment); (giii) Effecting any materialagreement providing for the acquisition by the Partnership of real property, out of goods, or services, or any interest therein unless consistent with the ordinary course capital expenditurethen current Approved Budget; (hiv) Changingthe institution or settlement of any litigation or administrative proceedings with an anticipated amount in controversy in excess of $100,000 involving the Partnership other than matters relating to real estate taxes which are to be controlled solely by the Managing Partner; (v) the dissolution, winding up and/or termination of the Partnership, except as expressly permitted hereby; (vi) subject to Section 9.07, selecting and retaining attorneys or accountants, property managers, engineers, architects, and environmental or other consultants for the Partnership pursuant to which the Partnership will pay an amount in excess of $100,000 for such services in any one instance; (vii) changing, in any material respect, any titles, duties or compensation the purpose of corporate officersthe Partnership from that described in Article IV hereof; (iviii) Changing any of admitting an additional or substitute partner to the Company's professional advisorsPartnership except as permitted by Article XIV hereof; (jix) Changing the accounting methods utilized requiring additional Capital Contributions by the Company in any material respect;Partners pursuant to Section 6.02; and (kx) Authorizing bonuses to any corporate executive or family members the taking of any director other action pursuant to this Agreement required to be approved by the General Partners unless the relevant provision specifies that the approval by the Managing Partner 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 businesseither General Partner alone is sufficient.

Actions Requiring Approval. The Company may take the following actions only upon the approval of G1 and A1 pursuant to Section 6.1 shall be required to authorize the Company or any Subsidiary to take any majority of the following actionsauthorized number of (i) FLMG Designees and MMI Designees, acting together as a group, and (ii) Azoff Trust Designees and the MSG Designee, acting together as a group (but not necessarily unanimously), (even if a quorum otherwise exists) at a duly called meeting of the Board, subject to an approval by the holders of the majority of the Common Equivalent Shares where required by Law: (a) authorize except as provided in Section 4.1, declare or designate, whether by reclassification pay any dividend or otherwise, any new class or series of stock or make 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 distribution to the Approved Option Plan, except for securities offered pro-rata to all existing Stockholders whether or not upon or in the event that the Company has breached or, save for such issue, would be likely to breach its banking covenantsrespect of any Shares; (b) effectredeem, approve otherwise acquire or authorize issue any liquidation Securities or any Option, Warrant or right relating thereto; (c) make any employment related decisions with respect to any executive officer of the Company or which could reasonably result, directly or indirectly, in payments of more than $500,000 in any Contract Year; provided, that approval of a majority of the Azoff Trust Designees shall not be required with respect to any employment-related decisions (including under the Restricted Stock Award Agreement and the Azoff Employment Agreement) with respect to Azoff; (d) subject to Section 2.3(c), consummate any Acquisition or investment in any Person, or consummate any disposition of any Person or material property or assets; (e) consolidate or merge with and into any Person (in which the Company is not the surviving corporation); (f) effect a transaction involving the Company resulting in a Change of Control; (g) make a Public Offering; (h) authorize, create or issue (including by way of merger, consolidation or otherwise) any new Securities; (i) incur or assume any liabilities, or other obligation, for borrowed money or guarantee any such liabilities or obligation, other than in the ordinary course of business consistent with past practice; (j) materially alter the nature of the Company’s business from the Music Business (other than pursuant to a Change of Control); (k) amend, alter or change the certificate of incorporation or the by-laws or any equivalent organizational document of the Company or any recapitalization of its Subsidiaries; (l) create or reorganization permit to exist any Encumbrance on any material asset or property (whether tangible or intangible) 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 claimsits Subsidiaries; (m) Granting liquidate, dissolve or wind up the Company or any lien on of its Subsidiaries or pledge of the Company's assets outside the ordinary course of businessmake any voluntary bankruptcy filing; (n) Material acquisition of assets outside engage in any transaction with any Stockholder; provided, that such approval shall not be required for transactions entered into in the ordinary course of business;the Company’s business with Artists or employees of the Company who become Stockholders as Permitted Transferees of the Azoff Trust (within the parameters set forth in the definition of Permitted Transferees herein); and (o) File for protection under take any law other action, other than as set forth above, that is material to the business, cash flow or long term viability of bankruptcythe Company, insolvency or reorganization; or (p) Enter into any material agreement outside the ordinary course of businesstaken as a whole.