Approval and Consent Rights. Until the Non-Control Date, the Company shall not (either directly or indirectly through a Subsidiary, or through one or a series of related transactions) take any of the following actions without NAB’s consent:
(a) any merger, consolidation or similar transaction (or any amendment to or termination of an agreement to enter into such a transaction), other than any merger, consolidation or similar transaction involving only the Company and one or more of its Wholly Owned Subsidiaries;
(b) any acquisition or disposition of securities, assets or liabilities involving an equity value greater than $5 million or an asset value greater than $5 million, in each case other than transactions involving investment securities or loans approved in accordance with the Company’s established policies and procedures to monitor invested assets or loans, respectively;
(c) any increase or decrease in the authorized Capital Stock of the Company, or the creation of any new class or series of Capital Stock of the Company (including, for the avoidance of doubt, any class or series of preferred stock of the Company);
(d) any issuance or acquisition (including stock buy-backs, redemptions and other reductions of capital) of Capital Stock of the Company or any of its Subsidiaries, except:
(i) issuances and grants to a Director or employee of the Company of vested or unvested shares of Common Stock or restricted Common Stock, options to acquire shares of Common Stock, restricted stock units, “phantom” stock units or similar interests in the Company’s common equity, in each case pursuant to an equity compensation plan approved by the Board of Directors; or
(ii) issuances of Capital Stock of a Subsidiary to a Wholly Owned Subsidiary, or acquisitions of Capital Stock of a Subsidiary by a Wholly Owned Subsidiary;
(e) any issuance or acquisition (including redemptions, prepayments, open-market or negotiated repurchases or other transactions reducing the outstanding debt of the Company or any of its Subsidiaries) of any debt security of the Company or any of its Subsidiaries, in each case involving an aggregate principal amount exceeding $10 million;
(f) any other incurrence or guaranty of a debt obligation having a principal amount greater than $5 million, other than (i) debt obligations incurred by the Company Bank Subsidiary in the ordinary course and (ii) a guaranty or similar undertaking by the Company Bank Subsidiary in the ordinary course of business;
(g) entry into, or termination o...
Approval and Consent Rights. (a) Until the 25% Date (or such earlier date as BNPP shall determine), the Company shall not (either directly or indirectly through a Subsidiary, or through one or a series of related transactions) take any of the following actions without the approval of a majority of the BNPP Directors on the Board of Directors (or, if no BNPP Directors remain on the Board of Directors, a BNPP Authorized Person) at the time of such action:
(i) any merger, consolidation or similar transaction (or any amendment to or termination of an agreement to enter into such a transaction) with consideration or value of more than $50 million;
(ii) any acquisition or disposition of securities, assets or liabilities involving a value greater than $50 million other than transactions involving investment securities or loans approved in accordance with the Company’s or any of its Subsidiary’s established policies and procedures to monitor invested assets or loans, respectively;
(iii) any incurrence or guaranty of a debt obligation having a principal amount greater than $50 million, other than (A) debt obligations incurred by the Company Bank Subsidiary in the ordinary course and (B) a guaranty or similar undertaking by the Company Bank Subsidiary in the ordinary course of business;
(iv) any issuance of any debt security of the Company or any of its Subsidiaries involving an aggregate principal amount exceeding $250 million or, in the case of subordinated debt obligations, involving an aggregate principal amount exceeding $50 million, in each case calculated on a cumulative basis over a twelve (12) month period;
(v) entry into, or termination of, any joint venture or cooperation arrangements involving assets having a value exceeding $50 million;
(vi) the amendment (or approval or recommendation of the amendment) of the Company’s or any of the Company’s Subsidiaries’ certificates of incorporation or bylaws (or other similar organizational documents);
(vii) any material change in the scope of the Company’s business from the scope of the Company’s business immediately before the Completion of the IPO;
(viii) entry into, or termination of, any material contract, or any material amendment to any material contract, other than, in each case, (i) any employment agreement, (ii) any contract involving either aggregate cumulative payments of $15 million or more or aggregate annual payments of $7 million or more or (iii) any contract where entry into, termination or material amendment of is otherwise e...
Approval and Consent Rights. (1) As long as the TELUS Group holds or exercises control or direction over at least 50% of the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis), notwithstanding anything to the contrary herein or in the Articles, in addition to any other approval required by Law, the Corporation shall not make a decision about, take action on or implement any of the following actions (each, a “Significant Action”) on or after, the date hereof without the written approval of, TELUS:
(a) issue any additional Shares;
(b) amend, restate, replace or supplement the Articles in any manner;
(c) amalgamate, consolidate, merge or entering into an arrangement or other reorganization with or into any other Person or Persons, other than an Affiliate of the Corporation;
(d) effect or consummate a Change of Control Transaction or enter into any agreement or arrangement to effect or consummate a Change of Control Transaction;
(e) make any material change in the scope of the Corporation’s business (including altering or adding a line of business) from the scope of the Corporation’s business immediately prior to the completion of the IPO and as described in the IPO Prospectus;
(f) convey, dispose or transfer, in one or a series of related transactions, all or substantially all of the property and assets of the Corporation to any other Person, whether or not Affiliated with the Corporation;
(g) (i) institute or consent to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; (ii) apply for or consent to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative or interim receiver or similar officer with respect to it or all or any material part of the property of the Corporation; or (iii) take any similar action for the purpose of, or leading to, the liquidation, dissolution, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of the Corporation or its debts under any Debtor Relief Law;
(h) increase or decrease the authorized number of directors serving on the Board;
(i) appoint or remove the Chief Executive Officer; or
(j) enter into any agreement or arrangement to do any of the foregoing.
(2) In the event the Corporation wishes to take a Significant Action, the Corporation shall deliver a written request to TELUS to approve such Significant Action. TELUS shall have 10 Business Days to give or decli...
Approval and Consent Rights. Section 3.1 Approval and Consent Rights 13 ARTICLE IV COMPLIANCE, INFORMATION, DISCLOSURE AND FINANCIAL ACCOUNTING
Section 4.1 Compliance with Policies and Procedures 16 Section 4.2 Information and Access Rights 16 Section 4.3 General Information Requirements 18 Section 4.4 Matters Concerning Auditors 18 Section 4.5 Release of Information and Public Filings 19 Section 4.6 Information in Connection with Regulatory or Supervisory Requirements 20 Section 4.7 Implementation with Respect to Legal Disclosures 21 Section 4.8 Information Concerning BNPP Equity Awards 22 Section 4.9 Expenses 22 ARTICLE V EXCHANGE OF COMMON STOCK for NON-VOTING COMMON STOCK
Section 5.1 Exchange 22
Approval and Consent Rights. Until the Expiration Date, notwithstanding anything to the contrary herein or in the Organization Documents or in the governing documents of any of the Subsidiaries of the Company, without the prior written approval of Parent, the Company shall not (either directly or indirectly through an Affiliate or otherwise or through one or a series of related transactions) take, or permit a Subsidiary of the Company to take, any of the following actions (each, a “Significant Action”):
(a) effect or consummate a Change of Control or publicly endorse a Change of Control (including by recommending any tender or exchange offer that would result in
Approval and Consent Rights. (a) Until the 30% Date (or such earlier date as CIBC shall determine in writing), the Company shall not (either directly or indirectly through a Subsidiary, or through one or a series of related transactions) take any of the following actions without the CIBC Board Approval in accordance with Section 5.11 prior to the time of such action:
(i) any merger, consolidation or similar transaction (or any amendment to or termination of an agreement to enter into such a transaction) with consideration or value of more than $25 million (as such amount may be increased for each fiscal year of the Company on a proportionate basis reflecting the percentage increase, if any, in the Company’s assets for the most recently completed fiscal year of the Company preceding such action as compared to the Company’s assets for fiscal 2018), other than such transactions solely involving the Company and/or its Wholly-Owned subsidiaries and other than such transactions involving internal reorganizations and entity optimization and simplification programs by the Company involving the Company and/or its Wholly Owned Subsidiaries;
(ii) any acquisition or disposition of securities, assets or liabilities involving a value greater than $25 million (as such amount may be increased for each fiscal year of the Company on a proportionate basis reflecting the percentage increase, if any, in the Company’s assets for the most recently completed fiscal year of the Company preceding such action as compared to the Company’s assets for fiscal 2018), other than transactions involving investment securities, loans or other financial assets (including pools of leases) approved in accordance with the Company’s or any of its Subsidiary’s established policies and procedures to monitor invested assets, loans or credits, respectively;
(iii) any incurrence or guaranty of a debt obligation having a principal amount greater than $25 million (as such amount may be increased for each fiscal year of the Company on a proportionate basis reflecting the percentage increase, if any, in the Company’s assets for the most recently completed fiscal year of the Company preceding such action as compared to the Company’s assets for fiscal 2018), other than (A) debt obligations incurred by the Company or any Subsidiary in the ordinary course, (B) a guaranty or similar undertaking by the Company or any Subsidiary in the ordinary course of business, (C) refinancing or refunding of debt obligations or debt securities of the Com...
Approval and Consent Rights. 193 Section 20.1. Negotiation Rights............................................................................193
Approval and Consent Rights. Until the Non-Control Date, the Company shall not (either directly or indirectly through a Subsidiary, or through one or a series of related transactions) take any of the following actions without NAB’s consent:
Approval and Consent Rights. 11 Section 4.1 Approval and Consent Rights. ............................................................ 11 Section 4.2 Removal of Chief Executive Officer. .................................................. 12 ARTICLE 5 DISPOSITIONS .................................................................................................... 12 Section 5.1 Cooperation and Right of First Offer. ................................................ 12 ARTICLE 6 CONFIDENTIALITY ........................................................................................... 14 Section 6.1
Approval and Consent Rights. As long as the TELUS Group holds or exercises control or direction over at least 50% of the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis), notwithstanding anything to the contrary herein or in the Articles, in addition to any other approval required by Law, the Corporation shall not make a decision about, take action on or implement any of the following actions (each, a “Significant Action”) on or after, the date hereof without the written approval of, TELUS: (a) issue any additional Shares; (b) amend, restate, replace or supplement the Articles in any manner; (c) amalgamate, consolidate, merge or entering into an arrangement or other reorganization with or into any other Person or Persons, other than an Affiliate of the Corporation; (d) effect or consummate a Change of Control Transaction or enter into any agreement or arrangement to effect or consummate a Change of Control Transaction; (e) make any material change in the scope of the Corporation’s business (including altering or adding a line of business) from the scope of the Corporation’s business immediately prior to the completion of the IPO and as described in the IPO Prospectus; (f) convey, dispose or transfer, in one or a series of related transactions, all or substantially all of the property and assets of the Corporation to any other Person, whether or not Affiliated with the Corporation;
