Approval of Certain Matters. Notwithstanding Section 3.3 (other than Section 3.3(m)) and this Section 3.4, the Board shall not authorize, approve or ratify any of the following actions or any plan with respect thereto without the prior approval of a Majority in Interest of Class A Members, which approval may be in the form of an action by written consent of a Majority in Interest of Class A Members:
(a) entry into a debt financing arrangement by the Issuer or any of its Subsidiaries, in one transaction or a series of related transactions, in an amount in excess of 10% of the then existing long-term indebtedness of the Issuer (other than the entry into of a debt financing arrangement between or among any of the Issuer and its wholly-owned Subsidiaries);
(b) the issuance by the Issuer or any of its Subsidiaries, in one transaction or a series of related transactions, of any Securities that would (i) represent, after such issuance, or upon conversion, exchange or exercise, as the case may be, at least 5% on a fully diluted, as converted, exchanged or exercised basis, of any class of equity Securities of the Issuer or any of its Subsidiaries or (ii) have designations, preferences, rights, priorities or powers that are more favorable than those of the common units of the Issuer; provided that no such approval shall be required for issuance of Securities that are issuable upon conversion, exchange or exercise of any Securities that were issued and outstanding as of the date of this Agreement;
(c) the adoption of a shareholder rights plan by the Issuer;
(d) the amendment of the Issuer Limited Partnership Agreement or the Group Partnership Agreements;
(e) the exchange or disposition of all or substantially all of the assets, taken as a whole, of the Issuer or any Group Partnership in a single transaction or a series of related transactions;
(f) the merger, sale or other combination of the Issuer or any Group Partnership with or into any other person;
(g) the transfer, mortgage, pledge, hypothecation or grant of a security interest in all or substantially all of the assets of the Group Partnerships;
(h) the appointment or removal of a Chief Executive Officer or a Co-Chief Executive Officer of the Company or the Issuer;
(i) the termination of the employment of any Officer of the Issuer or a Subsidiary of the Issuer or the termination of the association of a partner with any Subsidiary of the Issuer, in each case, without cause; and
(j) the liquidation or dissolution of the Company, the Issuer o...
Approval of Certain Matters. (a) The Managing Director shall not and shall not permit the Company or any Subsidiary of the Company to take or agree to take any of the following actions or engage in any of the following transactions without the prior approval of the Board of Directors in accordance with the provisions of this Agreement:
(i) expenditure of any sum of Euros 1,250,000 (ONE MILLION TWO HUNDRED AND FIFTY THOUSAND) or more in the aggregate per annum that is not included in an Approved Budget, it being understood and agreed that expenditures on film rental, to the extent such expenditures are determined by reference to box-office sales, and any other variable costs that must be increased for the ordinary running of the JV and its Subsidiaries shall not be restricted by this clause (i);
(ii) sale, transfer or disposal of assets of the Company or any of its Subsidiaries, or purchase or other acquisition of assets or businesses, in each case in any single or series of related transactions for a consideration in excess of Euros 1,250,000 (ONE MILLION TWO HUNDRED AND FIFTY THOUSAND) in the aggregate per annum that is not included in an Approved Budget;
(iii) engaging by the Company or any of its Subsidiaries in any business other than as provided in its corporate purpose;
(iv) varying the Company’s accounting policies and practices in any material respect, other than to comply with GAAP;
(v) establishing any place of business outside Spain;
(vi) entering into any joint venture, partnership agreement or similar arrangement;
(vii) approving and adopting the annual budget or the Business Plan or any change thereto;
(viii) incurring any debt for borrowed money in excess of Euros 1,250,000 (ONE MILLION TWO HUNDRED AND FIFTY THOUSAND) that is not included in an Approved Budget;
(ix) commencing or settling litigation where the amount involved exceeds Euros 1,250,000 (ONE MILLION TWO HUNDRED AND FIFTY THOUSAND);
(x) entering into, amending or waiving the provision of any agreements or transactions with any Member or any Affiliate of any Member after the Closing Date except (1) as expressly provided for in this Agreement, (2) relating to the exhibition and settlement of motion pictures, or (3) in the ordinary course of business under terms no less favorable to the Company than those that could be obtained by the Company in an arms length transaction, provided that prior to the Company entering into such agreement or transaction it is disclosed to the Board;
(xi) entering into employment ag...
Approval of Certain Matters. SECTION 5.1 CLASS B SHAREHOLDER COMMITTEE APPROVAL.
(a) So long as the Class B Shareholders collectively Beneficially Own more than 40% of the Total Voting Power, the LLC shall not take, and the Board shall not authorize, approve or ratify, any of the following actions or any plan with respect thereto without the prior written approval of the Class B Shareholder Committee:
(i) any incurrence of indebtedness (other than inter-company indebtedness), in one transaction or a series of related transactions, by the LLC or any of its Subsidiaries or Controlled Affiliates in an amount in excess of 10% of the then existing long-term indebtedness of the LLC and its Subsidiaries on a consolidated basis (including the current portion of such long-term indebtedness);
(ii) any issuance by the LLC or any of its Subsidiaries or Controlled Affiliates in any transaction or series of related transactions of equity or equity-related securities which would represent, after such issuance, or upon conversion, exchange or exercise, as the case may be, at least 10% of the Total Voting Power (other than (1) pursuant to transactions solely among the LLC and its wholly owned Subsidiaries, (2) upon issuances of securities pursuant to the LLC’s 2007 equity incentive plan described in the IPO Registration Statement (as the same may be supplemented, amended or restated from time to time), (3) upon the exchange of Och-Ziff Operating Group Units for securities pursuant to the Exchange Agreement or (4) upon conversion of convertible securities or upon exercise of warrants or options, which convertible securities, warrants or options are outstanding on the date hereof or issued in compliance with this Agreement);
(iii) any equity or debt commitment to invest or investment or series of related equity or debt commitments to invest or investments by the LLC or any of its Subsidiaries or Controlled Affiliates in a Person or group of related Persons in an amount greater than $250 million;
(iv) any entry by the LLC or any of its Subsidiaries or Controlled Affiliates into a new line of business that does not involve investment advisory or investment management services and that requires a principal investment in excess of $100 million;
(v) the adoption of a shareholder rights plan by the LLC;
(vi) any appointment or removal of a Chief Executive Officer of the LLC or Co-Chief Executive Officer of the LLC; or
(vii) the termination of the employment of an executive officer of the LLC or any of its Sub...
Approval of Certain Matters. In addition to any other actions or approvals required under the Act or the Bye-Laws, each of SCA and the Shareholder Entity Nominee agree that until the occurrence of the Voting Restriction Termination Event, (i) the acquisition, sale, lease or transfer of all or substantially all of the assets of SCA, (ii) the discontinuance or redomestication of SCA out of Bermuda to another jurisdiction, (iii) mergers or amalgamations and (iv) the liquidation, dissolution or winding-up of SCA shall, in each case, require, as a condition to consummation thereof, the approval by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the votes cast in accordance with the provisions of the Bye-Laws; provided that this Section 2(e) shall not apply to the approval of any of the Transactions (as such term is defined in the Master Restructuring Agreement).
Approval of Certain Matters. The Company shall not take, and the Manager covenants and agrees that it shall not undertake on behalf of the Company, any of the following actions without the approval of the Members acting by a Majority Vote:
(a) the filing of a petition in or for bankruptcy, reorganization or an arrangement with creditors;
(b) the dissolution of the Company prior to the expiration of the terms pursuant to Section 2.6;
(c) the issuance of Additional Units by the Company except to the extent that the issuance of such Additional Units is permitted under Section 3.4(a);
(d) the approval of new related-party transactions under Section 6.8(g);
(e) the amendment of this Agreement, except as otherwise provided in Section 7.5; or
(f) any other matter for which Member approval is specifically required under the Delaware Act by provisions of state law which can not be waived by the Members—it being the intent of the Members to waive, to the maximum extent permitted, all such voting rights (except to the extent that specific voting rights are reserved to the Members herein).
Approval of Certain Matters. So long as the Minority Shareholder Representative on behalf of the Minority Shareholders shall have the right to nominate two directors for election to the Board, the Company shall not, and shall not permit any of its subsidiaries to, directly or indirectly, take any of the following actions without the prior approval of that certain Minority Shareholder Designee, which the Minority Shareholder Representative has designated, in writing from time to time, for such purpose to the Board:
(a) any amendment to any Organizational Documents of the Company or any of its subsidiaries that would materially and adversely affect the Minority Shareholders; and
(b) any Related Party Transaction.
Approval of Certain Matters. During the term of this Agreement, Holdings hereby agrees not to take, or permit to be taken, any of the following actions, or engage in any of the following transactions, without the approval of LLC in accordance with the LLC Operating Agreement:
(a) provide any services to any Person other than LLC, the Managers or their Subsidiaries or enter into any transaction or take any action which would result in Holdings conducting or engaging in any type or line of business that is material to Holdings, that is other than (i) the types or lines of business being conducted by Holdings immediately following the date of this Agreement or (ii) as otherwise approved by LLC in a business plan and/or budget;
(b) accelerate the payments or distributions of accrued benefits to any participants of the ESOP where Holdings has the discretion to make such an alteration, amendment, or acceleration, or adopt any payment policy relating to payments or distributions of accrued benefits in respect of the ESOP or make any change thereto;
(c) make a single lump sum payment of accrued benefits to any participants of the ESOP except as required under the Plan and Trust agreement of the ESOP or any payment policy adopted in compliance with Section 2.5(b);
(d) repurchase or redeem any of the capital stock of Holdings except as required under the ESOP;
(e) appoint or consent to the appointment of a receiver or trustee for Holdings, or any of its assets, or a substantial part thereof;
(f) approve any indemnification of any director, officer, shareholder or other person acting on behalf of Holdings, except as required by mandatory provisions of the organizational documents of Holdings; or
(g) sell or agree to sell all or substantially all of the assets of Holdings in a single transaction or a series of related transactions, or enter into or engage in any merger, consolidation, business combination or similar type transaction involving Holdings.
Approval of Certain Matters. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, take any of the following actions without the prior written approval of both the CIG Media Parties and the NBCU Parties (for purposes of this Section 5 and Section 14, all of the CIG Media Parties are deemed to be one Stockholder and all of the NBCU Parties are deemed to be one Stockholder); provided that in the event the CIG Media Parties or the NBCU Parties, as the case may be, hold less than 25% of the number of outstanding Voting Shares, such Stockholder’s prior written approval pursuant to this Section 5 shall not be required (a Stockholder whose prior written approval is required pursuant to this Section 5 being an “Approval Stockholder”):
Approval of Certain Matters. On the date hereof a meeting of the Board --------------------------- shall be held for the purpose of affording the Directors an opportunity to vote on the matters set forth in the form of protocol annexed hereto as Schedule 2.01(e).
Approval of Certain Matters. Notwithstanding any provision of this Partnership Agreement or the Act to the contrary, for so long as Vodafone holds, directly or through one or more Included Affiliates, a Partnership Interest of at least 20%, the following matters require the approval by at least two (2) Representatives appointed by the Xxxx Atlantic Designated Partner and two (2) Representatives appointed by the Vodafone Designated Partner, at a meeting of the Board of Representatives or by written consent, and neither the Board of Representatives nor the Officers shall have power or authority to do or perform any act with respect to any of the following matters without such approvals or consents given in accordance with the provisions of this Partnership Agreement: