Actions Requiring Unanimous Shareholder Consent. Subject to Section 18.1.2, the following actions are subject to, and the Company shall not take any such action without, the prior written consent of each Shareholder: (a) any change in any service or royalty fee paid by the Company to BioAmber or any Affiliate thereof; (b) subject to Section 19, the dissolution, liquidation or winding up of the Company (or any action for such purpose); (c) the sale or purchase by the Company of any asset for an amount in excess of five hundred thousand Dollars ($500,000) or that is otherwise material to the Company (other than raw materials purchased, or inventory sold, in the ordinary course of business of the Company or as otherwise contemplated in an approved business plan or annual budget of the Company); (d) any change in the scope of the Business; (e) any change in the accounting principles or practices of the Company; (f) any transaction between the Company and any Shareholder or Affiliate thereof other than (i) the issuance of Shares to the Shareholders pursuant to the terms of the Subscription Agreements or this Agreement, as applicable, and (ii) the transactions contemplated by the Ancillary Agreements in accordance with the respective terms and conditions thereof; tk-420278 (g) any borrowing or other incurrence of indebtedness of any kind, or the granting of any security or guarantees (unless contemplated by an approved business plan or annual budget of the Company); (h) the making of loans or provision of guarantees or other financial support by the Company in favor of third parties; (i) commencing, or making any significant decision relating to, any Proceeding outside the ordinary course of business of the Company; (j) any change to the Company’s Charter Documents; (k) any reorganization, amalgamation, merger or similar transaction by or involving the Company; (l) the closure of, or cessation of activities at, the Initial Plant (other than temporary stoppages in the ordinary course of business of the Company); and (m) any expenses of whatever nature incurred by the Company, until the time that all Governmental Approvals set forth in Schedule 17.1.7 that are necessary or required in connection with the ownership and use by the Company of its properties and assets and the operation of the Business are obtained.
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Samples: Joint Venture Agreement (BioAmber Inc.), Joint Venture Agreement (BioAmber Inc.)
Actions Requiring Unanimous Shareholder Consent. Subject to Section 18.1.2, the following actions are subject to, and the Company shall not take any such action without, the prior written consent of each Shareholder:
(a) any change in any service or royalty fee paid by the Company to BioAmber or any Affiliate thereof;
(b) subject to Section 19, the dissolution, liquidation or winding up of the Company (or any action for such purpose);
(c) the sale or purchase by the Company of any asset for an amount in excess of five hundred thousand Dollars ($500,000) or that is otherwise material to the Company (other than raw materials purchased, or inventory sold, in the ordinary course of business of the Company or as otherwise contemplated in an approved business plan or annual budget of the Company);
(d) any change in the scope of the Business;
(e) any change in the accounting principles or practices of the Company;
(f) any transaction between the Company and any Shareholder or Affiliate thereof other than (i) the issuance of Shares to the Shareholders pursuant to the terms of the Subscription Agreements or this Agreement, as applicable, and (ii) the transactions contemplated by the Ancillary Agreements in accordance with the respective terms and conditions thereof; tk-420278 ;
(g) any borrowing or other incurrence of indebtedness of any kind, or the granting of any security or guarantees (unless contemplated by an approved business plan or annual budget of the Company);; tk-598330 Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(h) the making of loans or provision of guarantees or other financial support by the Company in favor of third parties;
(i) commencing, or making any significant decision relating to, any Proceeding outside the ordinary course of business of the Company;
(j) any change to the Company’s Charter Documents;
(k) any reorganization, amalgamation, merger or similar transaction by or involving the Company;
(l) the closure of, or cessation of activities at, the Initial Plant (other than temporary stoppages in the ordinary course of business of the Company); and;
(m) any expenses of whatever nature incurred by change to the Company, until Marketing Policy;
(n) the time that all Governmental Approvals set forth in Schedule 17.1.7 that are necessary or required in connection with the ownership and use entering into any Contract by the Company relating to sales, marketing and/or distribution with a term longer than one (1) year;
(o) the entering into any Contract (other than the EPC Contract, which is subject to clause (p) immediately below) by the Company to effect any capital expenditure (except to the extent such capital expenditure is included in an annual budget of its properties and assets the Company approved in accordance with Section 8.1.2(a)), for expansion, improvement or any other reason;
(p) the selection of the EPC Firm and the operation terms and conditions of the Business are obtained.EPC Contract (and any amendment thereof or waiver of any right thereunder);
(q) any approval and modification of the Company’s business plan; and
(r) the execution of any raw material or utility supply Contract for the Initial Plant (other than any such Contract for which it is demonstrated with sufficient supporting information or documentation that it is in the ordinary course of business of the Company in light of relevant industrial standards and the Company’s business plan, which shall be subject to approval in accordance with Section 8.1.2(b));
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Actions Requiring Unanimous Shareholder Consent. Subject to Section 18.1.2, the following actions are subject to, and the Company shall not take any such action without, the prior written consent of each Shareholder:
(a) any change in any service or royalty fee paid by the Company to BioAmber or any Affiliate thereof;
(b) subject to Section 19, the dissolution, liquidation or winding up of the Company (or any action for such purpose);
(c) the sale or purchase by the Company of any asset for an amount in excess of five hundred thousand Dollars ($500,000) [***] or that is otherwise material to the Company (other than raw materials purchased, or inventory sold, in the ordinary course of business of the Company or as otherwise contemplated in an approved business plan or annual budget of the Company);
(d) any change in the scope of the Business;
(e) any change in the accounting principles or practices of the Company;
(f) any transaction between the Company and any Shareholder or Affiliate thereof other than (i) the issuance of Shares to the Shareholders pursuant to the terms of the Subscription Agreements or this Agreement, as applicable, and (ii) the transactions contemplated by the Ancillary Agreements in accordance with the respective terms and conditions thereof; tk-420278 (g) any borrowing or other incurrence of indebtedness of any kind, or the granting of any security or guarantees (unless contemplated by an approved business plan or annual budget of the Company);
(h) the making of loans or provision of guarantees or other financial support by the Company in favor of third parties;
(i) commencing, or making any significant decision relating to, any Proceeding outside the ordinary course of business of the Company;
(j) any change to the Company’s Charter Documents;
(k) any reorganization, amalgamation, merger or similar transaction by or involving the Company;
(l) the closure of, or cessation of activities at, the Initial Plant (other than temporary stoppages in the ordinary course of business of the Company); and
(m) any expenses of whatever nature incurred by the Company, until the time that all Governmental Approvals set forth in Schedule 17.1.7 that are necessary or required in connection with the ownership and use by the Company of its properties and assets and the operation of the Business are obtained.
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