Approval of Certain Actions. Notwith- standing the provisions contained in Section 8 of this Article IV (and without limiting any provision contained in Section 9 of this Article IV), until the second anniversary of the Closing Date the affirmative vote of at least two-thirds of the Directors then serving, at a meeting at which a quorum is present, shall be required to authorize the following acts of the Board of Directors:
Approval of Certain Actions. Notwithstanding anything to the contrary contained in this Agreement, until such time as the Preferred Units have been redeemed in full, the Company and the Board of Managers shall not take, and the Company shall cause its direct and indirect subsidiaries to not take, any of the following actions without the express written consent of Preferred Members holding seventy-five percent (75%) of the Preferred Units:
Approval of Certain Actions. Absent a waiver approved by the Board with the concurrence of the Investor Director Nominees, the approval of the shareholders shall be required in order for the Company to take the following major actions: 1. authorizing the issuance of additional shares of capital stock, however, if Investor does not exercise the Option within the Option Period, the concurrance of the Investor Director Nominees is not required for issuance of additional shares of capital stock so long as the Board, by majority vote, so approves; 2. incurring any material indebtedness or making any loan; 3. entering into any material transaction involving the acquisition of any assets and/or equity interests or the sale, lease, license or other disposition of any portion of the Company’s assets; and 4. authorizing any dividend or distribution. For the purposes of the foregoing, “material” means assets or equity interests involving an aggregate amount in one transaction or a series of related transactions in any fiscal year having a value equal to US$1,000,000. (c)
Approval of Certain Actions. Neither the Corporation nor the Board shall take any of the following actions without the approval of a majority of the members of the Executive Committee of the Board: (A) any borrowing or guarantee by the Corporation exceeding $15 million, (B) except for issuance of stock or stock options pursuant to (x) the Corporation's incentive compensation plans and programs, (y) any warrants outstanding on the Original Issue Date, or (z) the Rights, any issuance of stock (whether common or preferred, whether voting or non-voting, whether junior, pari passu, or senior to the Series B Cumulative Convertible Preferred Stock) other than Common Stock in an aggre gate amount not exceeding five percent (5%) of the Common Stock issued and outstanding on the Original Issue Date, (C) any strategic alliance (other than a construction joint venture) involving a capital commitment by the Corporation exceeding $5 million, (D) any asset sale by the Corporation or lease by it as lessor exceeding $5 million (other than equipment dispositions in the normal course of business); (E) any redemption or amendment of the Rights or the preferred stock of the Corporation issuable upon the exercise of such Rights, or any amendment of the Rights Agreement; and (F) any termination of (other than a termination upon expiration) or amendment to the management agreement between the Corporation and Xxxxx-Xxxxxx Corporation; provided, however, that for purposes of this Section 13(c), approval of the Executive Committee shall not be required for any decision by the Board of Directors to redeem the Series B Cumulative Convertible Preferred Stock pursuant to Section 6(a). Notwithstanding the foregoing sentence, the board of directors of the Corporation may take any of the actions specified in the preceding sentence if, after having consulted with and considered the advice of outside counsel, it has reasonably determined in good faith that the failure of the board to take such action would be likely to cause the members of such board to breach their fiduciary duties under applicable law.
Approval of Certain Actions. Notwithstanding the foregoing, the --------------------------- authority of IMS to provide certain services on behalf of Company shall be subject to the approval of the Board in certain matters which are described in this Agreement and in the Services Agreement, and, in addition or including, the following matters:
Approval of Certain Actions. The Company and the Company Stockholders agree to use their best efforts to cause the Company to amend its by-laws to provide that the Company shall not, and shall not permit any of its subsidiaries to, take any of the following actions unless such action has been approved by the affirmative vote of at least two-thirds (2/3) of the members of the Board of Directors of the Company.
Approval of Certain Actions. During such period as the Sellers --------------------------- and their Affiliates continue to hold Preference Shares or Increasing Rate Preference Shares (including, without limitation, any Preference Shares issued to UPC in settlement of the SAR), as the case may be, with an aggregate Fair Market Value in excess of $50.0 million, the following actions shall require the approval of the Philips Media Nominee to the Supervisory Board of UPC, which approval shall not be unreasonably withheld:
Approval of Certain Actions. Notwithstanding anything to the contrary in this Agreement, for so long as Peach or the Peach Director Assignee, as applicable, is entitled to elect one (1) Director, the Company shall not, and shall not permit any of its controlled Affiliates to, acquire more than a 4.9% interest in any insured depository institution, bank holding company or savings and loan holding company without the prior approval of a majority of the Board, including the affirmative vote of the Director elected by Peach or the Peach Director Assignee, as applicable.
Approval of Certain Actions. Neither the Corporation nor the Board shall take any of the following actions without the approval of a majority of the members of the Executive Committee of the Board: (A) any borrowing or guarantee by the Corporation exceeding $15 million, (B) except for
Approval of Certain Actions. Notwithstanding anything in Section 7.2 --------------------------- to the contrary,
