Additional Consent Matters Sample Clauses

Additional Consent Matters. For so long as the Fidelity Stockholders or the JPM Stockholders are entitled to designate at least one (1) director to the Board of Directors pursuant to Section 5.3, the Board of Directors shall not (and shall not permit any of its Subsidiaries to) take any action involving any of the following matters without the prior approval of a majority of the Board of Directors, including at least one (1) of the Investor Group Directors (collectively, the “Additional Consent Matters” and, together with the Major Consent Matters, the “Principal Stockholder Consent Matters”): (a) approving any annual budget (the “Approved Annual Budget”) of the Company and its Subsidiaries; (b) any capital expenditures by the Company or any of its Subsidiaries which exceed the aggregate amount of the capital expenditures approved in the Approved Annual Budget by ten percent (10%) in any twelve (12) month period; (c) the incurrence, issuance, assumption, guarantee or permission to exist by the Company or any of its Subsidiaries of indebtedness for borrowed money with a principal amount in excess of an amount to be determined by the Board of Directors, other than pursuant to any indenture or facility existing as of the Effective Date or other indenture or facility duly approved by the Board of Directors (including giving effect to this Section 5.11) after the Effective Date; (d) the making of any dividend, distribution or repurchase with respect to the Company’s equity securities (including repurchases of equity or equity awards from any current or former director and excluding repurchases of equity or equity awards from departing or former employees); (e) forming any Subsidiary that is not wholly owned, either directly or indirectly, by the Company; (f) forming any joint venture with a third party or entering into any similar relationship (excluding, for the avoidance of doubt, joint operating agreements, joint development agreements and similar arrangements entered into by the Company in the ordinary course of business that are authorized pursuant to, or consistent with, the Approved Annual Budget then in effect); (g) (i) any sale of the Company, whether through merger, consolidation, share exchange, business combination, sale or disposition of assets or otherwise (other than in connection with a drag-along Sale Transaction made in accordance with Section 3.2); or (ii) any disposition of any assets (tangible or intangible) or securities, whether through merger, consolidation, share ...
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Additional Consent Matters. In the event of a Delisting:
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Additional Consent Matters. Except as provided in Section 4.4(d), the Company and its Subsidiaries shall not take or agree to take, and the Board of Directors or equivalent governing body of any Subsidiary shall not authorize, any of the following actions without the prior written consent of at least a majority of the Principal Investors (as defined for purposes of this Section 4.4 in Section 4.4(a)); provided that if there is only one Principal Investor (as defined for purposes of this Section 4.4 in Section 4.4(a)) at the time of the applicable action, then the prior written consent of only such Principal Investor shall be required pursuant to this Section 4.4(c): (i) an IPO, or another initial public offering of securities of the Company or any of the Company’s Subsidiaries, or any successor entity to any of the foregoing; (ii) the entry into any new line of business by the Company or any of its Subsidiaries, the termination of any existing line of business by the Company or any of its Subsidiaries, or any other material change in the nature or scope of the business of the Company and its Subsidiaries; (iii) any issuance of Equity Securities of the Company or any of its Subsidiaries, other than the grant of awards pursuant to the Management Incentive Plan (to the extent consistent with the terms set forth in the Plan of Reorganization) or that are approved in accordance with Section 4.4(a) or 4.4(b) and other than pursuant to the exercise of the Warrants; (iv) the incurrence, issuance, assumption, guarantee or permission to exist of indebtedness of the Company or any of its Subsidiaries with a principal amount in excess of $50,000,000 in the aggregate, other than pursuant to any indenture or facility existing as of the Emergence Date or previously approved in accordance with this Section 4.4(c) or 4.4(d); (v) the making of any dividend or distribution (including any in-kind dividend or distribution pursuant to Section 6.3) with respect to Equity Securities of the Company; (vi) any repurchases of Equity Securities of the Company or equity awards, other than repurchases of Equity Securities of the Company or equity awards from departing or former employees or repurchases of Equity Securities of the Company from any wholly-owned Subsidiary of the Company; (vii) any change in the size, voting structure or composition of the Board of Directors (other than the appointment, removal or replacement of Directors in accordance with Section 3.2); (viii) the appointment or termination of the C...
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Related to Additional Consent Matters

  • Governmental Consent, etc No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the other agreements contemplated hereby, or the consummation by the Company of any other transactions contemplated hereby or thereby.

  • Amendments; Waivers; No Additional Consideration No provision of this Agreement may be waived or amended except in a written instrument signed by the Company, Parent and the Shareholders. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

  • ADDITIONAL CONSTRUCTIONS The Promoter undertakes that it has no right to make additions or to put up additional structure(s) anywhere in the Project after the building plan has been approved by the competent authority(ies) except for as provided in the Act.

  • Additional Matters (a) Any claim on account of a Liability that does not result from a Third-Party Claim shall be timely asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue remedies as specified by this Agreement and the Ancillary Agreements. (b) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or the Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant, if reasonably practicable. If such substitution or addition cannot be achieved or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this Agreement and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts’ fees and all other external expenses, and the allocated costs of in-house counsel and other personnel), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

  • CONSENTS, AMENDMENTS, WAIVERS, ETC Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

  • Additional Conditions Precedent No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

  • Governmental Consent No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by the Company that have not been obtained, and no registrations or declarations are required to be filed by the Company that have not been filed in connection with, or, in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for applicable requirements, if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky” laws of the various states and any applicable federal or state banking laws and regulations.

  • Prior Consent You will not accept for payment by Card any amount representing a deposit or partial payment for goods or services to be delivered in the future without the prior written consent of Processor. The acceptance of a Card for payment or partial payment of goods or services to be delivered in the future without prior consent will be deemed to be a breach of this Agreement and cause for immediate termination in addition to any other remedies available under the Laws or Rules.

  • Mutual Consent The mutual written consent of Buyer and Seller;

  • Certain Additional Matters (a) Any arbitration award shall be a bare award limited to a holding for or against a party and shall be without findings as to facts, issues or conclusions of law (including with respect to any matters relating to the validity or infringement of patents or patent applications) and shall be without a statement of the reasoning on which the award rests, but must be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof. (b) Prior to the time at which an arbitrator is appointed pursuant to Section 8.4, any party may seek one or more temporary restraining orders in a court of competent jurisdiction if necessary in order to preserve and protect the status quo. Neither the request for, or grant or denial of, any such temporary restraining order shall be deemed a waiver of the obligation to arbitrate as set forth herein and the arbitrator may dissolve, continue or modify any such order. Any such temporary restraining order shall remain in effect until the first to occur of the expiration of the order in accordance with its terms or the dissolution thereof by the arbitrator. (c) Except as required by law, the parties shall hold, and shall cause their respective officers, directors, employees, agents and other representatives to hold, the existence, content and result of mediation or arbitration in confidence in accordance with the provisions of Article VIII and except as may be required in order to enforce any award. Each of the parties shall request that any mediator or arbitrator comply with such confidentiality requirement. (d) If at any time the sole arbitrator shall fail to serve as an arbitrator for any reason, the parties shall select a new arbitrator who shall be disinterested as to the parties and the matter in accordance with the procedures set forth herein for the selection of the initial arbitrator. The extent, if any, to which testimony previously given shall be repeated or as to which the replacement arbitrator elects to rely on the stenographic record (if there is one) of such testimony shall be determined by the replacement arbitrator.

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