Actions Requiring Unanimous Approval Sample Clauses

Actions Requiring Unanimous Approval. The unanimous vote or written consent of all Partners will be required to: (i) increase the required contribution of a Partner; (ii) compromise a Partner’s obligation to make a required contribution or return an improper distribution; (iii) alter the Percentage Interest of a Partner or the priority of a Partner as to distributions, except as provided in this Agreement; and
Sample 1
AutoNDA by SimpleDocs
Actions Requiring Unanimous Approval. Subject to Subsection 6.4(h), the General Partner shall not have authority to do any of the following without the prior approval of at least two (2) PTLC Committee Members, the PAG Committee Member and the Mitsui Committee Member, obtained in accordance with Subsections 6.4(b) and 6.4(c) (“Unanimous Approval”): (i) enter into any credit agreement, indenture, debt security or debt instrument (or any amendment, restatement, supplement or other modification thereto or waiver thereof) that would or (at such time the agreement or other instrument, or amendment, restatement, supplement or other modification thereto or waiver thereof, is executed) reasonably would be expected to (A) restrict or prevent the exercise by PAG or MBK USA CV, including, in each case, any permitted successors or permitted assignees, of any rights, actions or transactions contemplated by the provisions of ARTICLE 9 or ARTICLE 10 (without limiting the foregoing, any provision that would require the consent of creditors or their agents or representatives to such exercise in order to prevent acceleration or rapid amortization of indebtedness or would give creditors or their agents or representatives the right to accelerate or more rapidly amortize indebtedness in connection with such exercise being deemed to be expected to restrict or prevent such right, action or transaction) or (B) reduce distributions by the Partnership below those otherwise required by Subsections 5.1(a) and 5.1(b); (ii) change the Partnership’s policies relating to requirements of environmental Laws, antitrust Laws, anti-corruption Laws, anti-bribery Laws, Laws relating to contracts with Governmental Authorities, xxxxxxx xxxxxxx or ethical business practices; (iii) materially change policies relating to accounting matters other than those required by GAAP; (iv) change the character of the Partnership Group’s business from that set forth in clauses (i), (ii), (iii) and (iv) of Section 1.4 or cause the Partnership Group to engage in any activity other than as described therein; (v) increase or amend the compensation arrangements for the direct services of Xxxxx X. Penske from those currently in effect between the Partnership Group and Xxxxx X. Penske (or any entity that is an Affiliate of Xxxxx X. Penske); (vi) (A) file a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of the Partnership’s debts under Title 11 of the United States Code or any other federal or state insolv...
Sample 1
Actions Requiring Unanimous Approval. Notwithstanding anything contained in this Agreement to the contrary, the Collateral Agent shall not take any of the following actions, unless such actions have been unanimously approved by the Creditors in writing: (i) any waiver of any Creditor Rights; (ii) any compromise or settlement of any Creditor Rights; and (iii) termination of this Agreement.
Sample 1
Actions Requiring Unanimous Approval. The following matters shall require unanimous approval of the Board, even though one Party owns a majority of the Ownership Interest: (a) the abandonment, sale or disposition of all or substantially all of the Company Assets, except that such restriction shall not apply to sales or dispositions of Products, surplus or obsolete plant or equipment or other materials in the ordinary course of business; (b) the winding up of the Company; (c) amendment of the Constating Documents; (d) conducting activities other than Company Activities; (e) the alteration of the capital structure of the Company in any manner or the issuance of any Shares of the Company other than pursuant to section 3 hereof; (f) an amalgamation, merger or consolidation of the Company with any other company; and (g) the creation, abandonment, sale or disposition of any subsidiaries of the Company.
Sample 1
Actions Requiring Unanimous Approval. The following actions require unanimous approval of the JV Board: (a) The adoption, amendment or repeal of any shareholder-handling regulation contained in this Agreement, the Articles or as required pursuant to an Act; (b) Any borrowing or issue of bonds and/or debentures by StemGen Connect or any pledge or encumbrance of any Shares, bonds or debentures by a Shareholder or the giving of any guarantee of any obligation of any Person by the Parties;
Sample 1
Actions Requiring Unanimous Approval. The Company shall not, without the affirmative vote of 100% of the Members and 100% of the Board of Managers, take any of the following actions: (i) amend or restate the Certificate of Formation, recapitalize, alter the rights of any holder of any Unit or otherwise reorganize; (ii) consolidate or merge with or into any other entity, or sell, convey, transfer or assign its properties and assets to any Person (other than Buyer or its Affiliates in accordance with the terms and conditions of Section 11 hereof); (iii) enter into any agreement to sell, lease, license or place a Lien on or otherwise dispose of any of the Company’s assets (other than any such license to or Lien in favor of Buyer or its Affiliates including any amended or new Company License Agreement as required pursuant to Section 6.7 of the Purchase Agreement and Section X.G of the Company License Agreements); (iv) assign any Company License Agreement; (v) engage in any business or activity other than those set forth in this Agreement; (vi) sell any Units of the Company other than to Buyer or transfer rights to any license held by the Company; (vii) admit any additional Members to the Company other than a Permitted Transferee of a Member; (viii) incur any indebtedness; (ix) modify, amend or waive any right under any Trademark Assignment or this Agreement or any right to indemnification or reimbursement from any party; (x) make any distributions to the Members except as provided in Sections 15(c)(iii) and 15(c)(iv) hereof; or (xi) commit to do any of the foregoing.
Sample 1
Actions Requiring Unanimous Approval. The following matters shall require unanimous approval of the Board, as the case may be, even though one Shareholder owns a majority of the ownership interest in HoldCo. However, unanimous approval will not be required if a Shareholder ownership interest is less than 25% : (a) the abandonment, sale or disposition of all or substantially all of the assets of OpCo or HoldCo, except that such restriction shall not apply to sales or dispositions of equipment or other materials in the ordinary course of business; (b) the winding-up of HoldCo; (c) amendment of the constating documents of HoldCo; (d) conducting activities other than acquisition, disposition, exploration, development and mining of the Properties; (e) transactions with an affiliate of a Shareholder (“Affiliate” means, with respect to any Shareholder, any person which directly or indirectly controls, is controlled by, or is under common control with, that Shareholder);
Sample 1
AutoNDA by SimpleDocs
Actions Requiring Unanimous Approval. Notwithstanding any other provision of this Agreement, the affirmative vote or written consent of all Members shall be required to approve the following matters: (i) any change in the Certificate or in the capital structure of the Company or any Subsidiary or the issue of further Membership Interests or shares in any such Subsidiary (as the case may be) or the creation of any options or warrants to subscribe for or acquire, or securities convertible into or exercisable or exchangeable for, Membership Interests or shares in any such Subsidiary (as the case may be); (ii) the merger, corporate reorganization or acquisition of the Company or any Subsidiary, or the liquidation, dissolution or winding up of the Company (except as contemplated in Section 11.1) or any Subsidiary in one or more transactions, whether part of a series or not; (iii) any arrangement for any joint venture or partnership or for the acquisition of the whole or substantially the whole of the assets and undertaking of the Company or any Subsidiary or an acquisition by the Company or any Subsidiary of any part of the issued share capital or of the assets and undertaking of another company; (iv) the establishment of any Subsidiary; (v) the institution of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other similar proceeding with respect to the Company or any Subsidiary; (vi) amendments, modifications and waivers of this Agreement; (vii) the borrowing (other than pursuant to the Loan Agreement) of any monies, the issue by the Company or any Subsidiary (other than in respect of Additional Capital Contributions pursuant to Section 3.2) of any debt or equity security (whether secured or unsecured), the creation (other than in respect of Additional Capital Contributions or pursuant to the Loan Agreement) of any mortgage, charge, lien, encumbrance, security interest or other third party right over any of the Company's or any Subsidiary's assets (including, for the avoidance of doubt, the interests of the Company or any Subsidiary in any Aircraft) or the giving by the Company or any Subsidiary of any guarantee or indemnity to or for any third party; (viii) the terms and conditions of the acquisition of the Aircraft pursuant to Section 2.3(b)(i) and the acquisition of any other aircraft or any aircraft engine, the terms and conditions of the Loan and the Loan Agreement; (ix) the amount of the portion of the Initial Capital Contribution described in clause (y) of...
Sample 1
Actions Requiring Unanimous Approval. The unanimous vote or written consent of the Board of Managers is required for the following actions: (a) admission of new Members (other than as set forth in Section 13.2); (b) transactions between the Company and a Member or a Member's Affiliate; (c) any increase in the consideration to be paid for the acquisition of CART in connection with the Proposed Acquisition; (d) transactions between CART or other Affiliates of the Company and any Member or Member's Affiliate (other than transactions available to each Member on the same terms); (e) any sale of all or substantially all of the Company's assets; (f) selection of the Company's or CART's chief executive officer; (g) appointment of any member to the board of directors of CART or any subsidiary of CART; and (h) any merger or consolidation of the Company or CART with any Person (other than the Company or a Person directly or indirectly wholly-owned by the Company).
Sample 1

Related to Actions Requiring Unanimous Approval

  • Unanimous Consent Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) subject the Lenders to any additional obligations or increase the commitment of any Lender; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations of Borrower or Guarantor; (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

  • Matters Requiring Investor Director Approval So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to 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, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any stockholder, director or officer of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof.

  • Board Approval; Vote Required (a) The BCAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

  • Director Approval The Board of Directors of Holdings shall have approved this Agreement and the transactions contemplated herein.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • HSR Approval The applicable waiting period under the HSR Act shall have expired or been terminated.

  • Final Approval After Acceptance, Engineer shall perform any required modifications, changes, alterations, corrections, redesigns, and additional work necessary to receive Final Approval by the County. "Final Approval" in this sense shall mean formal recognition that the Engineering Services have been fully carried out.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Prior Approval The Engineer shall not assign, subcontract or transfer any portion of professional services related to the work under this contract without prior written approval from the State.

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!