Approval of Major Decisions Sample Clauses

Approval of Major Decisions. Notwithstanding anything to the contrary in this Agreement, certain decisions or actions as set forth in this Section 7.6 (“Major Decisions”) may not be taken solely in the Manager’s discretion and shall require the affirmative vote of a Member Majority. Approval of Major Decisions may be given at a Meeting called for that purpose or by written consent.
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Approval of Major Decisions. Except for matters that the Property Manager may be specifically authorized to do pursuant to SECTION 3.01(b) above, no act shall be taken, sum expended, decision made or obligation incurred by the Company, the Management Committee, the Property Manager, or any Member with respect to any matter relating to the management or control of the Company and each of the major decisions enumerated below (the "MAJOR DECISIONS"), unless and until each such decision has been Approved by the Management Committee. The Major Decisions shall include: (i) Acquisition of any land or other real property or interest therein. (ii) Financing or refinancing of the Company assets, including without limitation, the financing of the acquisition of any property of the Company, interim and long-term financing or refinancing of the Project, and financing operations of the Company; provided, however, the Members hereby agree that when the present Aetna Loan (as extended by the Modification Documents) shall mature, they shall accept in replacement thereof a new mortgage loan in the maximum amount reasonably practicable having a due date not earlier than 10 years and bearing interest without any participation or accruals and otherwise at a market rate of interest and points (which shall not be in excess of the rate of interest and fees that would be charged on a loan with similar terms but in an amount equal to the then outstanding balance of the Aetna Loan) and on market terms and conditions. The Members hereby approve the Permanent Financing Guidelines attached hereto as EXHIBIT "D". (iii) Mortgaging or the placing or suffering of any encumbrance on any of the Property owned or operated by the Company, including the Improvements thereon; provided, however, that the Property may be mortgaged to secure a replacement loan described in clause (ii) above or a second mortgage not in excess of $500,000 (if permitted by the holder of the first mortgage). (iv) Approval of the form or forms of leases and adoption of the terms, conditions and standards (the "LEASE GUIDELINES") for the leasing of space within any of the Improvements owned or operated by the Company. The Property Manager shall be authorized to negotiate and execute, on behalf of the Company, leases of such space within the lease guidelines. (v) Execution of any lease or other arrangement involving the rental, use or occupancy of space in any of the Improvements owned or operated by the Company, if such lease or other arrangement pr...
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Approval of Major Decisions. Notwithstanding any other provision contained in this Agreement, neither the Administrative Member nor the other Member may cause the Company to undertake, and the prior approval of the Executive Committee shall be required for, any and all of the following matters (collectively, the "Major Decisions"), unless and to the extent such matters have been specifically approved in the applicable Approved Business Plan:
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Approval of Major Decisions. Notwithstanding any contrary provisions of Section 7.1: (a) Any Major Decision must be approved by the affirmative vote of not less than a majority of the Managers present and entitled to vote at a meeting of the Management Committee at which a quorum is present. Such affirmative vote shall include (i) the vote of the Franklin Manager specifically designated by Suiza Foods from time to time for approval of Major Decisions, who shall initially be Rxxxxxx Xxxxxxxx, and (ii) the vote of the Vestar Refinancing Manager specifically designated by Vestar Refinancing from time to time for approval of Major Decisions, who shall initially be Jxxxx X. Xxxxxx. (b) Section 7.2 and the requirement for the affirmative vote of the Franklin Manager described in Section 7.3(a)(i) shall not apply from and after the date of the first to occur of the following events: (i) a Change in Control of Suiza Foods, (ii) an Initial Public Offering or (iii) Suiza Members, collectively, hold less than 10% of the As-Converted Percentage Interests. (c) Section 7.2 and the requirement for the affirmative vote of the Vestar Refinancing Manager described in Section 7.3(a)(ii) shall not apply from and after the date of the first to occur of the following events: (i) a Change in Control of Vestar Refinancing, (ii) an Initial Public Offering or (iii) Rxxx Members, collectively, hold less than 10% of the As-Converted Percentage Interests.
Sample 1
Approval of Major Decisions. Notwithstanding any contrary provisions of Section 7.1, the limited liability company agreement of the General Partner shall provide the following with respect to approval of Major Decisions: (a) Any Major Decision must be approved by unanimous vote of the Managers present and entitled to vote at a meeting of the Management Committee at which a quorum is present. (b) The Management Committee may not approve any Major Decision unless at least one Suiza Manager and one DFA Manager are present at the meeting; provided that the Suiza Manager entitled to vote may approve any Major Decision at a meeting at which no DFA Manager is present if the following provisions have been satisfied with respect to such meeting: (i) the notice of such meeting included a statement indicating that a Major Decision would be addressed at such meeting and describing in general terms the nature of such Major Decision; and (ii) if no DFA Manager is present at the originally scheduled meeting, the meeting is adjourned, and a second notice is delivered to DFA and to the DFA Manager, marked "CONFIDENTIAL/URGENT" indicating the time at which the meeting will be reconvened and including a statement notifying DFA and the DFA Manager that if the DFA Manager fails to attend the reconvened meeting specified in the second notice, then the Major Decision to be considered at such meeting may be approved without any vote by the DFA Manager. This second notice shall be delivered at least two Business Days prior to the date of the reconvened meeting. At such reconvened meeting, the only business that may be conducted is that described in the notice of such meeting.
Sample 1
Approval of Major Decisions. (a) All Major Decisions with respect to the Project are subject to Approval by the Steering Committee. In respect of each Major Decision which is a Mutual Decision, Development Manager shall collaborate with the Project Representatives to develop Development Manager’s recommendation for Approval by the Steering Committee. Each such recommendation shall take into account any concepts, strategies, or input proposed by the Project Representatives. (b) In order to obtain Approval from the Steering Committee in respect of any Major Decision, Development Manager shall either: (a) submit to the Steering Committee an Approval Form, in the form attached hereto as Schedule E, as modified to reflect the character of the Major Decision or other matter submitted for Approval; or (b) prepare and present a resolution for Approval at a Steering Committee meeting. The Approval Form or resolution shall be accompanied by appropriate supporting information and documentation in relation to the Major Decision being submitted for Approval. (c) The Contributing Parties shall cause the Steering Committee to exercise diligent efforts to respond to any request for Approval in respect of a Major Decision as soon as reasonably practicable and in any event within 5 Business Days following receipt by both of the Approval Form (or resolutions) and accompanying materials, unless the Approval Form (or resolutions) specifies an alternate response period or a Contributing Party’s representative on the Steering Committee, acting reasonably, requests additional time to respond. Failure by the Steering Committee to: (i) respond within such period, or (ii) request additional time, shall be deemed to constitute non-approval of the recommendation in respect of the relevant Major Decision or other matter by Steering Committee. If: (x) in respect of a Mutual Decision, the Steering Committee unanimously agrees with the recommendation for Approval, such recommendation shall be Approved and (y) in respect of any Ordinary Decision, the member of the Steering Committee appointed by CSERELP agrees with the recommendation for Approval, such recommendation shall be Approved. If: (A) in respect of a Mutual Decision, the Steering Committee does not unanimously agree with the recommendation for Approval or (B) in respect of any Ordinary Decision, the member of the Steering Committee appointed by CSERELP does not agree with the recommendation, then: (I) such recommendation shall not be Approved; (II) the Steeri...
Sample 1
Approval of Major Decisions. Notwithstanding any contrary provisions of Section 7.1: (a) Any Major Decision must be approved by the affirmative vote of not less than a majority of the Managers present and entitled to vote at a meeting of the Management Committee at which a quorum is present. Such affirmative vote shall include (i) the vote of the Franklin Manager specifically designated by Suiza from time to time for approval of Major Decisions, who shall initially be ____________________, and (ii) the vote of the Vestar Manager specifically designated by Vestar from time to time for approval of Major Decisions, who shall initially be Jamex X. Xxxxxx.
Sample 1
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Approval of Major Decisions. Notwithstanding any contrary provisions of Section 7.1: (a) Any Major Decision must be approved by the affirmative vote of not less than a majority of the Managers present and entitled to vote at a meeting of the Management Committee at which a quorum is present. Such affirmative vote shall include (i) the vote of the Franklin Manager specifically designated by Suiza Foods from time to time for approval of Major Decisions, who shall initially be Xxxxxxx Xxxxxxxx, and (ii) the vote of the Vestar Refinancing Manager specifically designated by Vestar Refinancing from time to time for approval of Major Decisions, who shall initially be Xxxxx X. Xxxxxx.
Sample 1
Approval of Major Decisions. No action shall be taken, sum expended, decision made or obligation incurred by the Company except with the consent of Investor Members holding, in the aggregate, at least two-thirds (2/3s) of the issued and outstanding Units entitled to vote held by all Investor Members, with respect to a matter within the scope of any of the following: (a) A change in the character of the business of the Company, including, without limitation, a merger or consolidation of the Company; (b) An act that would make it impossible for the Company to carry on its ordinary business; (c) An act that contravenes this Agreement; or (d) Except as otherwise provided herein, amending this Agreement, including, without limitation, changing the manner of distributions or allocations to Members set forth in this Agreement, except insofar as is necessary to reflect the admission of an additional or substitute Member.
Sample 1

Related to Approval of Major Decisions

  • Major Decisions (A) Subject to Sections 7.3(C) and 7.3(D) with respect to the Company, all major decisions of the Company set forth below in clauses (A)(1) through (A)(6) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and Sub-advisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day operations of the Company, the decision-making authority for which has been delegated to the Sub-advisor pursuant to this Agreement. Major Decisions shall consist of the following: (1) Decisions to recommend to the Board of Directors that the Company acquire or sell Properties, Loans and other Permitted Investments; (2) Retention of investment banks for the Company; (3) Marketing methods for the Company’s sale of Shares; (4) Extending, initiating or terminating the Initial Public Offering or any subsequent Offering of the Shares; (5) Issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates with respect to the business or operations of the Company; provided, that the Sub-advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, however, that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; and (6) Merging or otherwise engaging in any change of control transaction for the Company. (B) Notwithstanding anything in this Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision that is described in any of clauses (A)(2) through (A)(6) above and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day period beginning with the delivery of notice of the proposed action to the other Party. (C) Notwithstanding anything in this Agreement to the contrary, with respect to Major Decisions described in clause (A)(1) above (but subject to Section 7.3(D)), (1) joint approval shall not be required, (2) the Sub-advisor and the Advisor shall discuss the proposed transaction (either in person or by phone) prior to either Party making any recommendation of the proposed transaction to the Board of Directors, and (3) the Sub-Advisor and the Advisor shall each give due consideration to the opinions of the other Party. Ordinarily, such discussions shall begin at least five business days before a recommendation is made to the Board of Directors; however, if in the sole discretion of the Sub-advisor it is in the best interest of the Company to make a recommendation to the Board of Directors more promptly, then the Sub-advisor may do so. In the event the Parties do not agree as to whether to recommend the proposed transaction to the Board of Directors, the Sub-advisor’s decision shall govern. (D) Notwithstanding the provisions of this Section 7.3 or any other provision in this Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors. (E) Notwithstanding anything in this Agreement to the contrary (but subject to Section 7.3(D)), the Sub-advisor shall have sole authority to act on behalf of the Company regarding amending the Advisory Agreement.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Approval of Agreement The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the transactions contemplated hereby.

  • Effect of non-approval of proposals Notwithstanding that under subclause (1) any proposals of the Company are approved by the Minister or determined by arbitration award, unless each and every such proposal and matter is so approved or determined by 31 October 1992 or by such extended date or period if any as the Company shall be granted pursuant to the provisions of this Agreement then the Minister may give to the Company 12 months notice of intention to determine this Agreement and unless before the expiration of the said 12 months period all the detailed proposals and matters are so approved or determined this Agreement shall cease and determine subject however to the provisions of Clause 35.

  • Approval of Plans Landlord will not check Tenant drawings for building code compliance. Approval of the Final Plans by Landlord is not a representation that the drawings are in compliance with the requirements of governing authorities, and it shall be Tenant’s responsibility to meet and comply with all federal, state, and local code requirements. Approval of the Final Plans does not constitute assumption of responsibility by Landlord or its architect for their accuracy, sufficiency or efficiency, and Tenant shall be solely responsible for such matters.

  • Approval of Plan Approval of the Plan by the Commissioner of Internal Revenue as referred to in 17.1 means a continuing approval sufficient to establish that the Plan and related trust(s) are at all times qualified and exempt from income tax under Section 401(a) and other applicable provisions of the Internal Revenue Code of 1986, and that contributions made by the Company under the Plan are deductible for income tax purposes in accordance with law. The cognizant governmental authorities referred to in 17.1 include, without limitation, the Department of Labor, the Pension Benefit Guaranty Corporation and the Securities and Exchange Commission, and their approval means their confirmation with respect to any matter within their regulatory authority that the Plan does not conflict with applicable law.

  • PROCEDURE FOR APPROVAL OF SETTLEMENT Acceptance of this Settlement Agreement shall be sought at a hearing of the Central Regional Council of the MFDA on a date agreed to by counsel for Staff and the Respondent.

  • Waiver of Notice; Approval of Meeting Whenever notice to the Members is required to be given under this Agreement, a written waiver, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at any such meeting of the Members shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in any written waiver of notice unless so required by resolution of the Board. All waivers and approvals shall be filed with the Company records or made part of the minutes of the meeting.

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Unanimous Consent Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) subject the Lenders to any additional obligations or increase the commitment of any Lender; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations of Borrower or Guarantor; (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

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