Acts Requiring Approval of the Board Sample Clauses

Acts Requiring Approval of the Board. Subject to Section 10.2, the Board shall be entitled to decide all major matters of the Company and/or the relevant Group Companies (as specified in the following Section 10.1(a) – Section 10.1(v)), including but without limitation the following (if any of the following matter requires the approval of the Shareholders of the Company in accordance with the applicable Laws and other Transaction Documents, then the Company shall not take any action unless such matter has been approved by such Shareholders): (a) any acquisition of any equity interests or material assets of any Persons by the Group Companies in an amount equal to or exceeding RMB30,000,000; use or establishment of any trade name or brands other than those are currently used by the Group Companies as of the date hereof; (b) any change of the size or composition of the board of directors of the Company, the Major Group Companies and/or the Special Group Companies (for the purpose of this Section 10.1(b), the term “Special Group Company” shall not include any regional sales company established by the Group Companies); (c) any adoption, modification, implementation of the profit distribution plans and loss recovery plans of the Company, the Major Group Companies and/or the Special Group Companies; any capitalization of the capital surplus of any Group Company; (d) any change to the Business, entering into or investment in any new business that is not related to the business of automobiles or financial services or any new business that is related to the business of automobiles or financial services but may have adverse effect on the Business; (e) any approval, modification or amendment of any terms of the related party transactions between the Company, the Major Group Companies and/or the Special Group Companies as one party, and any director, shareholder, senior management, employees of the Company, the Major Group Companies and/or the Special Group Companies, or the Affiliates of such persons, or any Affiliate of the Company, the Major Group Companies and/or the Special Group Companies (except for the Major Group Companies and the Special Group Companies) as the other party (other than any business cooperation or similar transaction or arrangement between the Company, any Major Group Company and/or any Special Group Company, on the one hand, and Didi and/or any of its Affiliates, on the other hand), including without limitation, directly or indirectly providing loans, guarantee to any director, sh...
Sample 1
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Acts Requiring Approval of the Board. In addition to such other limitations as may be provided in the Restated Articles, so long as any Preferred Shares remain outstanding, the Company and the Shareholders hereby agree that the Company shall not, and the Founder shall use their powers to procure the Company not to, take any of the following acts, without the approval of the Board, including the affirmative vote of at least three (3) Preferred Share Directors: (a) the investment in any other company in excess of US$1,000,000 individually or US$2,000,000 in the aggregate for the Group Companies during any fiscal year; (b) any sale, transfer, or other disposal of, or the incurrence of any lien on, any substantial part of its assets; (c) other than any non-exclusive license granted in the ordinary course of business, any sale, transfer, license, or other disposal of, or the incurrence of any lien on, any copyright, trademark, patent or other intellectual property of any Group Company; (d) any investment in, or divestiture or sale of an interest in a Subsidiary, partnership or joint venture; (e) the extension by any Group Company of any loan or guarantee for indebtedness or financial assistance in excess of US$200,000 in the aggregate for the Group Companies to any third party except a wholly owned Subsidiary or trade credit provided to the customers in the ordinary course of business; (f) incurrence of any indebtedness or guarantees of indebtedness in excess of US$200,000 in the aggregate for the Group Companies during any fiscal year (other than loans between the Company and its wholly owned Subsidiaries and loans between the Company’s wholly owned Subsidiaries); (g) any purchase, acquisition, lease or sale of assets or businesses of any Group Company valued in excess of US$1,000,000 individually or US$2,000,000 in the aggregate for the Group Companies during any fiscal year; (h) appointment, replacement or removal of the top management members, including Chairman, Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Chief Technology Officer, General Counsel, Managing Director, Controller, Vice President and any other management member senior than Vice President, of any Group Company; (i) any transaction involving any Group Company, on the one hand, and any Group Company’s senior managers (Vice President and above), directors or shareholders or any Affiliate of Group Company’s shareholder or any of its officers, directors or shareholders, on the other hand; (j) an...
Sample 1
Acts Requiring Approval of the Board. Subject to Section 10.2, the Board shall be entitled to decide all major matters of the Company and/or the relevant Group Companies (as specified in the following Section 10.1(a) – Section 10.1(v)), including but without limitation the following (if any of the following matter requires the approval of the Shareholders of the Company in accordance with the applicable Laws and other Transaction Documents, then the Company shall not take any action unless such matter has been approved by such Shareholders):
Sample 1

Related to Acts Requiring Approval of the Board

  • 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.

  • State Approval of Replacement Personnel The Engineer may not replace the project manager or key personnel without prior consent of the State. The State must be satisfied that the new project manager or other key personnel is qualified to provide the authorized services. If the State determines that the new project manager or key personnel is not acceptable, the Engineer may not use that person in that capacity and shall replace him or her with one satisfactory to the State within forty-five (45) days.

  • Listing Approval The Shares to be delivered on the Closing Date or any Additional Closing Date, as the case may be, shall have been approved for listing on the Exchange, subject to official notice of issuance. If (i) any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Agreement, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and its counsel, this Agreement and all obligations of the Underwriters hereunder may be cancelled on, or at any time prior to, the Closing Date or any Additional Closing Date, as the case may be, by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • FCC Approval Notwithstanding anything to the contrary contained in this Agreement or in the other Loan Documents, neither the Administrative Agent nor any Lender will take any action pursuant to this Agreement or any of the other Loan Documents, which would constitute or result in a change in control of the Borrower or any of its Subsidiaries requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. After the occurrence of an Event of Default, the Borrower shall take or cause to be taken any action which the Administrative Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Administrative Agent to exercise and enjoy the full rights and benefits granted to the Administrative Agent, for the benefit of the Lenders by this Agreement or any of the other Loan Documents, including, at the Borrower’s cost and expense, the use of the Borrower’s best efforts to assist in obtaining such approval for any action or transaction contemplated by this Agreement or any of the other Loan Documents for which such approval is required by Law.

  • Required Regulatory Approvals (a) The obligations of each Party under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicable, the NYISO and the PSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. (b) If any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEG.

  • Course Approval Approval for dual credit shall be by the LEA and POSTSECONDARY INSTITUTION representatives on a course-by-course basis each semester based on the student’s prior coursework, career pathway, and/or academic readiness. There is no state limit to the number of credits a student may earn through dual credit in an academic term; however, the student must meet eligibility requirements.

  • Regulatory Approval 25.1 The Parties understand and agree that this Agreement and any amendment or modification hereto will be filed with the Commission for approval in accordance with Section 252 of the Act and may thereafter be filed with the FCC. The Parties believe in good faith and agree that the services to be provided under this Agreement are in the public interest. Each Party covenants and agrees to fully support approval of this Agreement by the Commission or the FCC under Section 252 of the Act without modification.

  • Regulatory Approvals; No Defaults (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by NBT or any of its Subsidiaries in connection with the execution, delivery or performance by NBT or NBT Bank of this Agreement or to consummate the transactions contemplated hereby, except for filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, NBT has no Knowledge of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals, waivers or non-objections of each of the FRB and the OCC, as required (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of NBT Stock to be issued in connection with the Merger on NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by NBT and NBT Bank do not and will not (i) constitute a breach or violation of, or a default under, result in a right of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of NBT or of any of its Subsidiaries or to which NBT or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws of NBT or other organizational documents of NBT or NBT Bank, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NBT or NBT Bank. (c) As of the date of this Agreement, NBT has no Knowledge of any reasons relating to NBT or NBT Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

  • Final Approval Hearing “Final Approval Hearing” shall mean the hearing at which the Court will consider and finally decide whether to enter the Final Judgment.

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