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:
(a) amend, alter, repeal or waive any provision of this Agreement to the extent Preferred Unit approval is required under Section 12.08;
(b) liquidate, dissolve or wind-up the business and affairs of the Company or any of its subsidiaries;
(c) effect, or obligate the Company or any subsidiary to effect, any Realization Event, unless the Company or any subsidiary provides the Preferred Members with at least thirty (30) days advance written notice prior to the consummation of such Realization Event, so that the Preferred Members have the opportunity to exercise their Put Right;
(d) issue any additional Preferred Units or any securities convertible into or exercisable or exchangeable for additional Preferred Units;
(e) file any petition seeking relief for the Company or any subsidiary under any law for the relief of debtors;
(f) any split, combination or division of the Preferred Units; or
(g) agree to do any of the foregoing.
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:
(a) appointment of a principal executive officer of the Corporation under Section 1 of Article V; and
(b) any fundamental change in the business of the Corporation and its subsidiaries, taken as a whole, from the business conducted thereby on the Closing Date and any business related, ancillary or complementary thereto and any business utilizing any technology, know-how, patents, processes, copyrights or other intellectual property now or hereafter developed thereby." ; and (B) Article XIV of ERS' By-Laws shall be amended to read as follows:
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. 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:
(a) a merger or consolidation of UPC with or into (x) UIHI or (y) any other entity which is not a direct or indirect wholly owned subsidiary of UPC;
(b) the sale, transfer or other disposition or encumbrance (other than Permitted Liens), in one transaction or a series of related transactions, by UPC or any Subsidiary of UPC of assets aggregating more than 30% of the consolidated assets or generating more than 30% of the consolidated revenue from continuing operations of UPC to an entity that is not a direct or indirect majority owned Subsidiary of UPC; provided that Philips Media
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 Management Services Agreement, and, in addition or including, the following matters:
(a) Actions with respect to the purchase, sale or lease of real estate and other significant assets on behalf of Company;
(b) Payment of fees or other compensation to employees, officers or directors of Members, or other persons, which compensation is not contemplated by the budget of Company or is not fair value for services actually provided to Company;
(c) Distribution of dividends or surplus by Company to the Members or other distributions or payments of cash other than in accordance with this Agreement or the Management Services Agreement;
(d) Participation in any business venture not contemplated by this Agreement, or any extraordinary expense or purchase of capital items exceeding $50,000 in any 12 month period, which expense or purchase is not contemplated by the Board-approved budget of Company; and
(e) Payment by Company to IMS or any affiliate or subsidiary thereof of a management fee, home office fee, or any extraordinary fee not specifically provided in this Agreement or contemplated by the Board approved budget of Company;
(f) Termination and Dissolution of Company, except as otherwise provided herein.
(g) Approval of Company's annual budget.
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. (a) So long as any shares of Series A Preferred Stock or Series B Preferred Stock are outstanding, the Company shall not, and shall not permit any subsidiary to, without the prior written consent of holders of 66-2/3% of the outstanding shares of each class of Preferred Stock, (i) incur indebtedness in excess of $2,000,000 in the aggregate (on a consolidated basis for the Company and all subsidiaries) at any time outstanding, (ii) grant or issue any equity securities (or any options or rights to acquire, or securities convertible into, equity securities) of the Company or any subsidiary or (iii) merge or consolidate with or into any other person, sell or otherwise transfer of all or any substantial portion of its assets or liquidate.
(b) Without limiting the foregoing, for so long as Xxxxxxxx continues to own not less than 75% of the number (less up to 250,000 shares which may be transferred by him to Xxxx Xxxx) of shares of Common Stock to be owned by him after giving effect to the sales to be made by him to the Purchasers pursuant to Sections 1.01 and 1.04 of the Purchase Agreement, the Company shall not take any action set forth in clause (ii) of paragraph (a) above without also obtaining the prior written consent of Xxxxxxxx.
(c) Notwithstanding anything to the contrary in this Section 2, no approval of the holders of Preferred Stock or Xxxxxxxx, as the case may be, shall be required for grants by the Company of options to acquire up to 500,000 shares of Common Stock pursuant to stock option plans from time to time in effect and the issuance of Common Stock upon the exercise of such options.
Approval of Certain Actions. Without the consent of two-thirds of the Preferred Stock Directors, the Company will not:
(a) Approve an annual operating or capital budget, or any material modification thereto;
(b) Pay any bonus to a senior executive that is not contemplated by the Company’s annual budget or in an employment agreement between the senior executive and the Company;
(c) Redeem, retire, purchase or acquire, directly or indirectly, through subsidiaries or otherwise, any shares of its capital stock (other than a repurchase of Common Stock upon termination of employment or service pursuant to an agreement or plan approved by the Board of Directors);
(d) Enter into any line of business that is not primarily related to the business of the Company as conducted as of the date hereof;
(e) Grant an exclusive license to any of the Company’s material intellectual property rights;
(f) Acquire all or substantially all of the properties, assets or stock of any other company or entity; or
(g) Incur indebtedness in excess of $1,000,000 in the aggregate that is not contemplated by the Company’s annual budget.
Approval of Certain Actions. (a) Notwithstanding any provision in the Company's Amended and Restated Articles of Incorporation (the "Restated Articles"), the Company agrees that it will not (i) take any of the actions set forth in Article THIRD, Sections 7(b)(i), 7(b)(ii), 7(b)(v), 7(b)(vi) and 7(b)(vii) of the Restated Articles or (ii) redeem any shares of Series C Preferred Stock pursuant to Article THIRD, Section 5 of the Restated Articles, without first obtaining the approval (by vote or consent as provided by law) of at least three Corporate Investors (as defined below).
(b) For purposes of this Section 3.12, a "Corporate Investor" shall mean each of COMCAST Programming Holdings, Inc., Microsoft Corporation, TCI ETC Holdings, Inc., and Tribune Company, or any affiliate of any Corporate Investor which receives such Corporate Investor's interests in the Company.
