Actions Requiring Prior Approval. The Proxy may not move or second a motion on behalf of the Shareholder without the Shareholder's prior written approval.
Actions Requiring Prior Approval. Before taking any of the following actions, You must obtain advance approval from SBA: Changing the scope of the project (including eliminating previously approved activities, adding new unapproved activities, or altering the project service area), or amending the approved project milestones/timeline; Transferring Project Funds between individual cost categories where the cumulative amount involved equals 10 percent or more of Your total approved budget; Changing Your Key Personnel; Purchasing or disposing of a piece of equipment with an acquisition cost of $5000 or more; Making improvements to land, building, or equipment, or making project-specific alterations to facilities; Establishing or reorganizing a legal entity; Selling or marketing products or service that are necessary for the performance of this project; or Engaging in foreign travel. You must submit requests for prior approval to the GOTR 30 calendar days prior to the date of the proposed action. See 2 C.F.R. § 200.407 for further guidance regarding prior approval requirements, as applicable.
Actions Requiring Prior Approval. Before taking any of the following actions, you must obtain advance approval from SBA:
Actions Requiring Prior Approval. (a) As long as at least two-ninths or an equivalent proportion of the Directors are Investor Nominees, (i) any transaction with Investor or its Affiliates must be on arm's-length terms and approved by a majority of the Independent Directors; (ii) any amendment, repeal or other modification of this Agreement or any other agreement or instrument of the Company, including the Company's charter or bylaws, which would have the effect of altering the terms of this Agreement in any manner adverse to the stockholders of the Company (other than Investor) must be approved by a majority of the Independent Directors; (iii) dispositions, of any assets of the Company or any business combination, spin-off or other transaction pursuant to which Investor would receive consideration different from that received by other holders of Common Stock must be approved by a majority of the Independent Directors; and (iv) any corporate opportunity (merger or acquisition) relating to the United States mail order business which Investor or its Affiliates receives shall first be presented to and considered by the Company. If, within 20 days of being presented with such opportunity , the Company chooses not to pursue such opportunity or the Company chooses to pursue such opportunity and fails to consummate a transaction with respect to such opportunity within 45 days of being presented with the opportunity, Investor and/or its Affiliates may pursue such opportunity. In addition, if any Investor business that is primarily mail order desires to enter the United States mail order business, then the Company shall be offered a right of first refusal with respect to such business in the United States. If the Company does not pursue any corporate opportunity (or Investor business) presented to it, Investor may then pursue such opportunity. Investor will not interfere with any merger or acquisition opportunities that the Company receives on its own (other than through participating in any decision made by the Board). If, within 20 days of being presented with such opportunity , the Company chooses not to pursue such opportunity or the Company chooses to pursue such opportunity and fails to consummate a transaction with respect to such opportunity within 45 days of being presented with the opportunity, Investor and/or its Affiliates may pursue such opportunity.
Actions Requiring Prior Approval. Other than as set forth in -------------------------------- Section 2.2(a)(i) above, the Collateral Agent is not required to take any ----------------- other actions with respect to the Collateral unless authorized in writing by the Majority Holders or the Holders, as the case may be, in accordance with the terms of this Agreement. Upon request by the Collateral Agent at any time, the Majority Holders will confirm in writing, pursuant to this Section 2.2(a)(ii), the Collateral Agent's authority to release particular ------------------ types or items of Collateral. Upon the request of all of the Holders, the Collateral Agent shall release all or any portion of the Collateral from the Liens created under the Collateral Documents. Notwithstanding the foregoing, the Collateral Agent shall not take any action which is in conflict with the provisions of law, this Agreement or the Collateral Documents or with respect to which the Collateral Agent has not received adequate security or indemnity as provided in Section 6.3(c). With respect -------------- to actions taken by the Collateral Agent pursuant to this Section ------- 2.2(a)(ii), the Collateral Agent may at any time request from the Holders ---------- and receive directions from the Majority Holders as to any course of action with respect to the Collateral Documents or matter relating thereto. Each of the Secured Parties hereby agrees that the Collateral Agent may act as the Majority Holders may request or direct and that the Collateral Agent shall have no liability for acting in accordance with such request or direction (provided such action does not conflict with the express terms of this Agreement). The Collateral Agent shall give prompt notice to each of the Holders (and, if no Event of Default has occurred and is continuing, to the Company) of actions taken pursuant to the instructions of the Majority Holders; provided, however, that the failure -------- ------- to give any such notice shall not create any liability on the part of the Collateral Agent or impair the right of the Collateral Agent to take any such action or the validity or enforceability under this Agreement of the action so taken. Except as otherwise provided in this Agreement, directions given by Majority Holders to the Collateral Agent hereunder shall be binding on each Secured Party for all purposes.
