Approval of Certain Activities Sample Clauses

Approval of Certain Activities. For as long as the holders of Boise Registrable Securities own at least 33% of the shares of Common Stock of the Company issued to holders of Boise Registrable Securities as of the date hereof (determined after giving effect to the issuance of Common Stock to Boise under the Purchase Agreement and as equitably adjusted for any stock splits, stock combinations, reorganizations, exchanges, merger, recapitalizations or similar transaction after the date hereof), the Company shall not, and shall not permit any Subsidiary to, and no officer, employee or agent of the Company or any Subsidiary of the Company shall take, any of the following actions without the affirmative written consent of the Boise Majority Holders: (i) directly or indirectly declare or pay any dividends or make any distributions upon any of its capital stock (or any series or class thereof) or other equity securities, except that (a) the Company may declare and pay or make (x) dividends or distributions payable in shares of Common Stock issued ratably upon the outstanding shares of Common Stock and (y) dividends or distributions payable in cash ratably upon the outstanding shares of Common Stock and (b) any Subsidiary may declare and pay dividends or make distributions to the Company or any wholly-owned direct or indirect Subsidiary of the Company; (ii) directly or indirectly redeem, purchase or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire, any of the Company’s or any Subsidiary’s capital stock or other equity securities (including, without limitation, warrants, options and other rights to acquire such capital stock or other equity securities) or directly or indirectly redeem, purchase or make any payments with respect to any stock appreciation rights, phantom stock plans or similar rights or plans, except for (a) acquisitions of capital stock pursuant to agreements or plans, including equity incentive agreements with service providers, which allow the Company to repurchase shares of Common Stock upon the termination of services or an exercise of the Company’s right of first refusal upon a proposed transfer and (b) redemption, purchases or acquisitions of Common Stock offered ratably to holders of the outstanding shares of Common Stock. (iii) except as expressly contemplated by this Agreement and the Purchase Agreement, authorize, issue or enter into any agreement providing for the issuance (contingent or otherwise) of, (a) any notes or debt securities c...
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Approval of Certain Activities. (i) Prior to the completion of the initial closing of the IPO, subject to Section 9(c)(ii), to the extent applicable, the Company shall not take, or permit any Subsidiary or any officer, employee or agent of the Company or any of its Subsidiaries to take (on behalf of the Company or any of its Subsidiaries), any of the following actions without the approval of at least a majority of the voting power of the members of the entire Board: (A) the approval of each proposed annual budget for the Company and its Subsidiaries and any amendments thereto; (B) the approval of any category of expenditure of the Company or any Subsidiary in excess of the greater of (1) $5,000,000 in excess of the budget approved by the Company’s Board and (2) 25% greater than the amount approved by the Company; (C) the retention or dismissal of outside auditors and/or accountants for the Company and/or any Subsidiary; (D) the commencement of any litigation, arbitration or mediation proceeding against another Person (or series of related proceedings of these types) by the Company or any Subsidiary or settlement of any legal claims (whether in litigation, arbitration or mediation) against or by the Company or any Subsidiary, in each case with respect to an amount in excess of $25,000,000; (E) the establishment or amendment of material accounting policies of the Company or any Subsidiary, including the Company’s fiscal year; (F) approval of the consolidated annual audited financial statements of the Company and its Subsidiaries and approval of all tax returns of the Company and any Subsidiary; (G) any tax election or entry into any agreement in respect of taxes, including the settlement of any tax controversy, or similar action relating to the filing of any tax return or the payment of any tax; (H) making ministerial amendments, alterations, repeals or other immaterial modifications to this Agreement, including for the purpose of effecting any action or transaction approved in accordance with the terms and provisions of Section 9(b); (I) the decision to announce the abandoning of, abandon, or commence actions to abandon any project operated by the Company or any of its Subsidiaries as of the date of this Agreement or substantially cease operation of such project for a period of more than ninety (90) consecutive days for any reason (other than maintenance or dispatch of such project or an event of force majeure); (J) the engagement by the Company or any Subsidiary in any line of business o...
Sample 1
Approval of Certain Activities. Managers must obtain USTC's written approval for each of following activities to be carried out at the Office: (a) The expenditure of any funds, reimbursable to Managers by USTC (b) Any change in the nature or type of business activity carried out at the Office; and (c) The entry into any agreement or obligation or creation of any liability, that is binding upon or otherwise affects USTC or any of its affiliates.
Sample 1
Approval of Certain Activities. The Company may not take any of the ------------------------------ following actions unless at least one IFX Director and at least one ITI Director have voted to take all actions necessary to approve, authorize, adopt or ratify the same: (a) acquire the assets, voting securities or other equity interests of, or other investment or ownership interest in, any Person, whether effected as a stock purchase, asset purchase, merger or consolidation, other than acquisitions of Complementary Businesses; (b) effect a sale of all or substantially all of the business, capital stock or assets of the Company, whether by sale, merger, consolidation or otherwise, other than pursuant to Section 5.2 or 5.3; (c) issue any shares of Company Common Stock or other capital stock of the Company to any Person, other than (i) to IFX (or a designated Affiliate of IFX) pursuant to this Agreement, (ii) in connection with the acquisition of Complementary Businesses, and
Sample 1
Approval of Certain Activities. The Company may not take any of the following actions unless at least one IFX Director and at least one ITI Director have voted to take all actions necessary to approve, authorize, adopt or ratify the same: (a) acquire the assets, voting securities or other equity interests of, or other investment or ownership interest in, any Person, whether effected as a stock purchase, asset purchase, merger or consolidation, other than acquisitions of Complementary Businesses; (b) effect a sale of all or substantially all of the business, capital stock or assets of the Company, whether by sale, merger, consolidation or otherwise, other than pursuant to Section 5.2 or 5.3; (c) issue any shares of Company Common Stock or other capital stock of the Company to any Person, other than (i) to IFX (or a designated Affiliate of IFX) pursuant to this Agreement, (ii) in connection with the acquisition of Complementary Businesses, and (iii) pursuant to options to purchase Company Common Stock that may be granted to employees, officers and/or directors of the Company under any compensation or option plan approved by the Board; (d) alter or amend the Articles of Incorporation or By-laws of the Company, as the same are in effect on the date hereof; or (e) enter into any contract, agreement, arrangement or understanding to do or effect any of the foregoing.
Sample 1
Approval of Certain Activities. The following matters shall only be undertaken by the Company with the prior approval of such number of Shareholders holding not less than seventy-five (75) per cent. of the Shares, measured in nominal value: (a) amendments to the Memorandum or Articles of Association; (b) any proceedings relating to the dissolution or winding-up of the Company; (c) any matters relating to the amalgamation, consolidation or merger by or with another company; (d) any proposed change in the authorized or issued share capital of the Company or any subsidiary or in any of the rights or restrictions attaching at the date hereof to any Shares or class of Shares of the Company or any subsidiary or any proposal concerning options, warrants or other rights to subscribe for Shares of the Company or any subsidiary or in any manner vary the share capital of the Company; (e) the Company entering into any contract, agreement or arrangement with any Director, Shareholder or other officer of the Company or any person directly or indirectly connected with any such parties or any independent consultants retained by the Company; (f) the disposal, sale or transfer of a substantial part of the Business or fixed or intangible assets of the Company other than in the normal course of business; (g) any expenditure by the Company in excess of six thousand United States dollars (US$6,000.00); (h) acquisition of capital assets or fixed assets, other than in the Company's normal course of business (which does not include the acquisition of stock) in excess of twenty thousand United States dollars (US$20,000.00); (i) the establishment and creation for employees of the Company of a profit-sharing, bonus or equity option or retirement or similar welfare scheme; (j) the guaranteeing of the obligations of, or the making of a loan, gift surety or security by the Company to any corporation, partnership, joint venture or personal entity; or (k) the change of auditors of the Company.
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Approval of Certain Activities 
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Related to Approval of Certain Activities

  • Effect of Certain Transactions After a merger of one or more corporations with or into the Company or after a consolidation of the Company and one or more corporations in which the stockholders of the Company immediately prior to such merger or consolidation own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to the provisions of clause (ii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or disposition.

  • Exclusion of Certain Transactions In the event the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the members of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

  • Notice of Certain Actions The Company will not, without the prior written consent of the Agent, unless it gives the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreements, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

  • Survival of Certain Contract Terms Any provision of this Contract that imposes an obligation on a Party after termination or expiration of this Contract shall survive the termination or expiration of this Contract and shall be enforceable by the other Party.

  • Survival of Certain Terms The provisions of Sections 4.1 (a), ------------------------- 4.2 (a) (i), 4.2(b)(i), 4.3, 5.4, 5.5, 6, 7.1, 7.2, 7.3, 8, 9, and 10 will survive the expiration or termination of this Agreement for any reason. All other rights and obligations of the parties will cease upon expiration or termination of this Agreement.

  • Notice of Certain Transactions In the event that the Company shall (a) offer to holders of all its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling all the holders of Common Stock to subscribe for shares of Common Stock, or (c) make a tender offer, redemption offer or exchange offer with respect to the Common Stock, the Company shall send to the Registered Holders a notice of such action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment pursuant to this Section 4 which would be required as a result of such action. Such notice shall be given as promptly as practicable after the Company has taken any such action.

  • Waiver of Certain Actions The Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, Parent or any of their respective Affiliates or successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Mergers) or (b) alleging a breach of any duty of the Company Board or the Parent Board in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated hereby.

  • Survival of Certain Provisions The covenants and agreements set forth in Section 4.1, Section 4.2 and Section 5.2 shall survive the Termination of the Company.

  • Notice of Certain Actions by Consent If in accordance with the provisions of the Declaration of Trust any action is taken by the Trustees by a written consent of less than all of the Trustees, then prompt notice of any such action shall be furnished to each Trustee who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

  • Survival of Certain Obligations The obligations of Sections 3, 4, 8, 9, 12 and 13 shall survive any termination of this Agreement.

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