Actions Requiring Board Approval. (a) In addition to any other matters under Applicable Law or pursuant to the provisions of this Agreement that require the approval of the Board of Managers, the Partnership (or the officers and agents acting on its behalf), on its own behalf or on behalf of any of its subsidiaries, shall not take any of the following actions without having first received the approval of the Board of Managers in accordance with this Agreement:
(i) to sell all or any portion of the Partnership’s Eclipse Common Stock or to extend the Agreed Term;
(ii) to make distributions of Eclipse Common Stock or other cash and property to the Partners; provided however, the Board shall cause the Partnership to make a distribution of Eclipse Common Stock not later than ten (10) days after the applicable Authorized Shares Distribution Notice or the expiration of the Agreed Term;
(iii) to vote or to abstain from voting the shares of the Partnership’s Eclipse Common Stock on any given matter to be voted upon by the shareholders of Eclipse;
(iv) to appoint or remove any officer of the Partnership;
(v) to merge, combine, or consolidate the Partnership with any other entity, or convert the Partnership into another form of entity;
(vi) to liquidate or dissolve the Partnership, commence a voluntary bankruptcy by the Partnership, or consent to the appointment of a receiver, liquidator, assignee, custodian, or trustee for the purposes of winding up the affairs of the Partnership;
(vii) to appoint the Partnership’s independent certified public accountants;
(viii) to cause the Partnership to (A) execute and deliver any Material Agreement and (B) amend, modify or otherwise change (including by waiver or consent) in any material respect any Material Agreement;
(ix) to compromise or settle any lawsuit, administrative matter or other dispute where the amount the Partnership may recover or might be obligated to pay, as applicable, is in excess of $100,000;
(x) to form any subsidiary of the Partnership;
(xi) to approve (A) a Disposition by a Member of all or a portion of such Partner’s Partnership Interest under Section 9.1 and (B) the admission of an assignee of all or a portion of a Partnership Interest as a Partner pursuant to Section 9.2:
(xii) to increase or decrease the number of Managers serving on the Board of Managers;
(xiii) to create, incur, assume, guarantee, refinance or prepay any Indebtedness or amend, modify or otherwise alter the terms and provisions of any such Indebtedness (including by ...
Actions Requiring Board Approval. (a) It is hereby understood and agreed by the Members that (x) the Company shall not take, nor shall the Managing Member and/or any officer of the Company cause the Company to take, nor shall the Company authorize or permit any of its Subsidiaries to take, any of the following actions (in each case, the taking of which shall be hereinafter referred to as a “Major Action”) without first obtaining approval thereof by the Board in accordance with Section 6.2, in each case:
Actions Requiring Board Approval. The Securityholders agree that, during the term of Xxxxxxx'x employment as Chief Executive Officer of Old Refco pursuant to the Xxxxxxx Employment Agreement, the day-to-day management of the Company and its subsidiaries will be under the direction and control of Xxxxxxx in his capacity as Chief Executive Officer. Exhibit A hereto sets forth a list of actions on the part of the Company or its subsidiaries that require approval of the Board.
Actions Requiring Board Approval. Without limiting the matters or actions that must be approved by the Board, the approval of the Board shall be required for any of the following actions:
(i) other than the declaration and payment of the Preferred Return, the declaration or payment of any Distributions on any Membership Interests;
(ii) the sale, exchange or other disposition of all, or substantially all, of the assets of the Company or any of its Subsidiaries occurring as part of a single transaction or plan, or in a series of transactions, except in the orderly liquidation and winding up of the business of the Company and its Subsidiaries upon its duly authorized dissolution;
(iii) the merger of the Company or any of its Subsidiaries with another limited liability company or a corporation, general partnership, limited partnership or other Person;
(iv) except to secure a Land Acquisition Loan, the encumbrance of any significant asset of the Company or any of its Subsidiaries, including without limitation, any real property owned by the Company or any of its Subsidiaries;
(v) any issuance of Membership Interests or any increase or decrease in the number of authorized Membership Interests or any redemption or repurchase of Membership Interests;
(vi) any change to the rights, preferences, and privileges of any class of Membership Interests or issuance of any Membership Interests;
(vii) any increase or decrease in the size of the Board;
(viii) the approval of the Budget and any changes in any line item of the Budget (except for changes that move line items between categories in the Budget as long as such change does not increase the Budget or alter the overall Budget); provided, however, that if the Board does not approve a Budget for a new Fiscal Year, the Budget for such year shall be the same as the then current Budget as adjusted to reflect increases for increased government assessments, cost increases under existing contracts and other increases consistent with the increase in consumer prices over the prior Fiscal Year which occurred for the area in which the Company operates as such increases in consumer prices are determined by a governmental agency or other Person approved by the Board;
(ix) the admission of another Person as a Member of the Company;
(x) any alteration of the primary purpose of the Company as set forth in Section 2.4;
(xi) any decision to place the Company or any of its Subsidiaries into Bankruptcy; or
(xii) any amendment to the Certificate of Formation or this Agreeme...
Actions Requiring Board Approval. From the Effective Time until the earlier of (x) the third (3rd) anniversary of the Effective Time or (y) the first such time after the Settlement Date that the Hony Investor ceases to beneficially own (giving effect to the CVRs) 50% of its Effective Time Equity, the following actions by the Company or any of its Subsidiaries shall require the approval of the majority of the Board, including at least one (1) Hony Nominee:
(i) Hiring or terminating the chief executive officer, chief financial officer or president (including any co-president) of the Company.
Actions Requiring Board Approval. From the Effective Time until the earlier of (x) the third (3rd) anniversary of the Effective Time or (y) the first such time that the Eros Founder Group ceases to beneficially own 50% of its Effective Time Equity, the following actions by the Company or any of its Subsidiaries shall require the approval of the majority of the Board, including at least one (1) Eros Nominee that is not an Independent Director:
(i) Entering into or effecting a Change in Control.
(ii) Initiating a voluntary liquidation, dissolution, receivership, bankruptcy or other insolvency proceeding involving the Company or any Subsidiary of that Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Exchange Act.
(iii) Making any material change in the nature of the business conducted by the Company and its Subsidiaries.
(iv) Hiring or terminating the chief executive officer, chief financial officer or president (including any co-president) of the Company.
(v) Adopting the annual business plan (including operating budget) of the Company and its Subsidiaries.
Actions Requiring Board Approval. So long as shares of Preferred Stock remain outstanding, the Company will not, without the approval of the Board (and without complying with any other approval required by the Company’s certificate of incorporation, if any):
(a) make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly-owned by the Company;
(b) make any loan or advance to any person, including any employee or director, except advances and similar expenditures in the ordinary course of business or under the terms of a employee stock or option plan approved by the Board;
(c) guarantee any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business;
(d) make any investment other than investments pursuant to a Board-approved investment policy, including in prime commercial paper, money market funds, certificates of deposit in any United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed by the United States of America, in each case having a maturity not in excess of two years;
(e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a Board-approved budget, other than trade credit incurred in the ordinary course of business;
(f) enter into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person except compensation paid in the ordinary course of business or transactions resulting in payments to or by the Company in an amount less than $60,000 per year;
(g) hire, fire or change the compensation of the executive officers, including approving any equity incentive compensation or any severance or change of control arrangements;
(h) change the principal business of the Company, enter new lines of business or exit the current line of business; or
(i) sell, transfer, license, pledge or encumber technology or intellectual property, other than licenses granted in the ordinary course of business.
Actions Requiring Board Approval. The Company shall not, without the approval of the Board of Directors of the Company (including the approval of each Preferred Director), make any acquisitions of tangible or intangible assets of another entity by means of a transaction or a series of related transactions (including, without limitation, any reorganization, merger or consolidation) with a transaction value individually or in the aggregate in excess of $500,000, unless such acquisition was included in a capital expenditure budget previously approved by the Board of Directors of the Company (including the approval of each Preferred Director).
Actions Requiring Board Approval. In addition to such approval as may be required by law, neither the Company nor any of its subsidiaries shall take any of the actions set forth in clauses (a) through (w) below without the approval of a majority of the Board (including at least one of the directors designated by Sterling):
(a) directly or indirectly (i) declare or make any distributions upon any of its equity securities, or (ii) redeem, purchase or otherwise acquire, or permit any of its subsidiaries to redeem, purchase or otherwise acquire, any of the Company’s equity securities (other than repurchases of equity securities upon termination of employment pursuant to any agreement, plan or arrangement approved by a majority of the Board, including at least one of the directors designated by Sterling);
(b) except as provided in any documents executed and delivered at the closing of the Purchase Agreement, authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of any equity securities or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features;
(c) enter into any Sale of the Company;
(d) acquire, by merging or consolidating with, or by purchasing an equity interest in or a material amount of assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any material amount of assets;
(e) liquidate, dissolve or effect, or permit any of its subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction;
(f) approve, adopt or amend the Company’s and any of its subsidiaries’ annual operating budget and/or capital expenditure budget;
(g) make any capital expenditure, except for capital expenditures which have been authorized by the Board in the annual budget;
(h) create, incur, assume or suffer to exist, or permit any of its subsidiaries to create, incur, assume or suffer to exist, indebtedness or lease obligations exceeding the amounts approved therefor by the Board in the annual budget;
(i) change the amount of, amend, modify or change the material terms of, extend the time for the payment of, or retire, prepay, discharge or refinance any indebtedness or obligation of the Compan...
Actions Requiring Board Approval. (a) Subject to Section 4.08, in no event may the Company or any Subsidiary of the Company (or the Operator or any Officer acting on behalf of the Company or a Subsidiary of the Company) take any Board Consent Action without the prior approval (at a meeting or by written consent pursuant to Section 4.02(d)) of the Board of Managers by an affirmative vote of Managers representing at least 50% of the voting power of the entire Board of Directors.
(b) Subject to Section 4.08, in no event may the Company or any Subsidiary of the Company (or the Operator or any Officer acting on behalf of the Company or a Subsidiary of the Company) take any Supermajority Approval Action without the prior approval (at a meeting or by written consent pursuant to Section 4.02(d)) by an affirmative vote of Managers representing at least 80% of the voting power of the entire Board of Managers (“Supermajority Approval”).
