Approval of Matters Sample Clauses

Approval of Matters. Notwithstanding any provision to the contrary in the articles or the bylaws of the Corporation, and in addition to any requirements required by law, the Corporation may not perform any of the following matters without Special Majority Approval: (a) the provision of financial assistance, whether by loan, guarantee or otherwise, to any Shareholder or any person not dealing at arm’s length with a Shareholder; (b) the issuance of Shares or any securities, rights, warrants or options convertible into or exchangeable for or carrying the right to subscribe for Shares; (c) any amendment to equity incentive plans established by the Corporation to increase the aggregate number of securities of the Corporation issuable thereunder to more than the limit specified in Section 4.09; (d) the conversion, reclassification, subdivision, consolidation, exchange, redesignation or any other change to any of the shares in the capital of the Corporation; (e) the sale, lease, exchange or other disposition of all or substantially all of the assets or undertaking of the Corporation other than in connection with any bona fide corporate reorganization approved by the Board; (f) the enactment, revocation or amendment of any by-laws of the Corporation; (g) the making of any contract between the Corporation and any person not dealing at arm’s length with a Shareholder or the making of any payment to any person not dealing at arm’s length with a Shareholder, in each case, unless such contract is an employment agreement or a contract on market terms, as determined by the Board; (h) the redemption or purchase by the Corporation of its issued shares or securities convertible into shares or cancellation of the subscription rights in respect of its shares or securities convertible into its shares, except in accordance with the terms attaching to the shares of the Corporation or any equity incentive plan established by the Board; (i) a merger, amalgamation, plan of arrangement, continuance, reorganization or consolidation other than in connection with any bona fide internal corporate reorganization approved by the Board; (j) the taking or instituting of proceedings for the winding-up, re-organization or dissolution of the Corporation; and (k) any material change in the business carried on by the Corporation, being asset and investment management, financial services and any related or ancillary businesses.
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Approval of Matters. (a) Notwithstanding any other provision of this Agreement or the Act, no obligation will be entered into, no decision will be made, and no action taken by the Corporation: (1) as General Partner, on behalf of the Limited Partnership, in respect to the Limited Partnership with respect to each of the matters set out below; or (2) the Corporation in respect of itself with respect to the matters set out in Sections 3.2(a)(i), 3.2(a)(iii), 3.2(a)(v), 3.2(a)(xiii), 3.2(a)(xvi), 3.2(a)(xix) and 3.2(a)(xxii), in each case, without the written approval of Kinross (which shall not be unreasonably withheld with respect to the Related Agreements listed in Part 2 of Schedule 1.1 in respect of the matters set forth in Sections 3.2(a)(vii) and 3.2(a)(viii) and in respect of expenditures pursuant to (B) of Section 3.2(a)(viii) that in the aggregate exceed [REDACTED] in a particular fiscal year (excluding amounts required to be paid by Law by the Limited Partnership)): (i) any change in the articles or the by-laws of the Corporation; (ii) any change to the certificate of limited partnership of the Limited Partnership, other than to reflect changes in: (i) capital contributions of the Partners; (ii) the current addresses of the Partners; or (iii) the identity of the Partners; (iii) the issuance of any Special Voting Shares other than in accordance with Section 4.8; (iv) the issuance of any equity securities of the Limited Partnership, including Partnership Units, warrants, options, convertible debt or other rights to purchase units or interests in the Limited Partnership, other than in accordance with the Limited Partnership Agreement; (v) the redemption or purchase for cancellation of any outstanding Special Voting Shares; (vi) the redemption or purchase for cancellation of any Partnership Units; (vii) the amending, restating, replacing, terminating or waiving of any material term under, or the assigning of (or otherwise transferring any of the rights of or under) any of the Related Agreements; (viii) the making or incurring of any expenditure or obligation by the Limited Partnership, other than: (A) as explicitly required by any of the Related Agreements; and (B) any other expenditures necessary for the operation of the Limited Partnership and that are in accordance with the terms of the Limited Partnership Agreement; provided that such expenditures shall not in aggregate exceed [REDACTED] in any fiscal year (excluding amounts required to be paid by Law by the Limited Par...
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Approval of Matters. (a) Notwithstanding any other provisions of this Agreement or in the Articles of Association or otherwise permitted under the Act, no obligation of the Company or any of its subsidiaries shall be entered into, no decision or the determination shall be made and no action shall be taken by or with respect to the Company or any of its subsidiaries in relation to the matters identified in Schedule I, unless such obligation, decision or action, as the case may be, is approved: (i) If at any meeting of the Company’s shareholders duly called for the purpose of considering such obligation, decision or action, then subject to the provisions of sub- clause 4.8(e), by the affirmative vote of the Government cast at such meeting; (ii) If at any meeting of the Board, then subject to the provisions of sub-clause 4.3(f) by the affirmative vote of at least one nominee director of the Government (or, in the case of Board resolutions by circulation by the approval to such resolution in writing by at least one nominee director of the Government) (b) The grant of approval by the Government to any matter provided in Clause 4.4(a) shall be valid for a period of 12 (twelve) months from the date of the shareholders meeting or Board meeting, as the case may be, or such other period as may be prescribed by the Government as a condition of the grant of its approval, at the expiry of which period such approval shall be deemed to have lapsed and thereafter, fresh approval of the Government as provided in Clause 4.4(a) would be required prior to taking any action in relation to matters specified in Schedule I.
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Approval of Matters. Except as may be otherwise provided in this Agreement, the following matters shall require the written approval of Shareho lders holding not less than fifty-one percent (51%) of the issued and outstanding Vot ing Shares in the Corporation: (a) the issuance of any shares in the capital of the Corporation or any securities, rights, warrants or options convertible into or exchangeable for or carrying the right to subscribe for shares in the capital of the Corporation. (b) the conversion, reclassification. subdivision, consolidation, exchange, redesignation or any other change to any of the shares in the capital of the Corporation; (c) the redemption or purchase by the Corporation of its issued shares or securities convertible into shares or cancellation of the subscription rights in respect of its shares or securities convertible into its shares; (d) the merger, amalgamat ion, continuance, reorganization or consolidation of the Corporation or the approval of any plan of arrangement, whether statutory or otherwise; (e) the taking or instituting of proceedings for the winding-up, re-organization or dissolution of the Corporation; (f) the enactment, revocation or amendment of any by-laws of the Corporation or any amendments to the Articles of Incorporation of the Corporation; (g) the sale, lease, exchange or other disposition of the assets or undertaking of the Corporation equaling a value of fifty thousand dollars ($50,000.00) or more; (h) any material change in the business of the Corporation;
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Approval of Matters. Notwithstanding any other provision of this Agreement or otherwise permitted or provided under the Act, no obligation of the Company or any of its subsidiaries shall be entered into, no decision shall be made and no action shall be taken by or with respect to the Company or any of its subsidiaries in relation to the matters identified in Schedule 4.5, unless such obligation, decision or action, as the case may be, is approved: a) If at any meeting of the Company's shareholders duly called for the purpose of considering such obligation, decision or action, by an affirmative vote of the one authorised representative of both the Government and the SP: b) If at the meeting of the Board, then subject to the provisions of sub-clause 4.4(e) by at least one nominee director of each of the Government and the SP.
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Approval of Matters. 3.4.1 The Company may not take any of the following actions (i) without the written approval of the Shareholders holding 66 2/3 % or more of the voting rights attached to the issued and outstanding Shares and (ii) without having obtained all consents required by law or by the articles or by-laws of the Company: 3.4.1.1 any change in the articles or by-laws of the Company; 3.4.1.2 any change in the authorized or issued capital of the Company; 3.4.1.3 the entering into of any agreement or the making of any offer or the granting of any right capable of becoming an agreement to allot or issue any shares or other securities of the Company; 3.4.1.4 any action that may lead to or result in a material change in the nature of the business of the Company, including the change in location of the head office or one of the principal places of business of the Company; 3.4.1.5 the taking of any steps to wind-up or terminate the corporate existence of the Company; 3.4.1.6 the sale, lease, exchange or disposition of the entire undertaking or assets of the Company or any substantial part thereof; 3.4.1.7 the sale, lease, exchange or disposition of any assets of the Company to, or the dealing in any other way with, any person not at arm's length (as defined in the Income Tax Act) with the Company unless any transaction relating thereto is on terms as least as favourable to the Company as the terms it would obtain if such transaction were with a person dealing at arm's length with the Company; 3.4.1.8 the sale, exchange, disposition or license of any Intellectual Property belonging to the Company outside of the ordinary course of business; 3.4.1.9 the making of loans or advances to, or the giving of security for, or the guaranteeing of the debts of, any Person directly or indirectly; 3.4.1.10 any change in the number of directors; 3.4.1.11 the appointment or change of officers and management employees of the Company; 3.4.1.12 the declaration or payment of any dividend; 3.4.1.13 the taking, holding, subscribing for or agreeing to purchase or acquire shares in the capital of any body corporate; 3.4.1.14 the entering into of an amalgamation, merger or consolidation with any other body corporate, or the creation of a Subsidiary; 3.4.1.15 the change in the financial year end of the Company; 3.4.1.16 any change to the License Agreement to be entered into concurrently herewith between Avensys and the Company; and 3.4.1.17 any consent to the specific prohibitions on the Transfers of ...
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Approval of Matters. None of the following actions: (a) any change in the articles or by-laws of the Corporation; (b) any change in the authorized or issued capital of the Corporation; (c) the entering into of any agreement or the making of any offer or the granting of any right capable of becoming an agreement to allot or issue any shares of the Corporation; (d) any action which may lead to or result in a material change in the nature of the business of the Corporation; (e) the entering into of any agreement other than in the ordinary course of the Corporation's business; (f) the borrowing of any money, the giving of any security or the making or incurring of any single capital expenditure in excess of $5,000.00 or any capital expenditures which, in the aggregate, are in excess of $10,000.00 in any financial year of the Corporation; (g) the taking of any steps to wind-up or terminate the corporate existence of the Corporation; (h) the sale, lease, exchange or disposition of the entire undertaking or property or assets of the Corporation or any substantial part thereof; (i) the making of, directly or indirectly, loans or advances to, or the giving of security for or the guaranteeing of the debts of, any person; (j) the declaration or payment of any dividend; (k) the taking, holding, subscribing for or agreeing to purchase or acquire shares in the capital of any body corporate; (l) the entering into of a partnership or of any arrangement for the sharing of profits, union of interests, joint venture or reciprocal concession with any person; and (m) the entering into of an amalgamation, merger or consolidation with any other body corporate; shall be taken by the Corporation unless: (A) in the case of an action that by law requires the approval of the directors only: (1) at any meeting of directors: (i) each of Xxxxxxxx and Caslick give their approval to such action by resolution; or (2) all of the directors consent to such action by an instrument or instruments in writing; and (B) in the case of an action that by law requires the approval of the shareholders: (1) at any meeting of shareholders duly called for the purpose of considering the proposed action, at least 66 2/3% of the votes are cast in favour of the action; or (2) all of the Shareholders consent to such action by an instrument or instruments in writing.
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Approval of Matters. No action shall be taken on behalf of or by the Corporation with respect to the following matters without the consent in writing of both OntCo and Netsmart and the Bylaws of the Corporation shall incorporate such requirement:
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Approval of Matters 
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Related to Approval of Matters

  • 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.

  • 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.

  • 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.

  • Approval of Listing At the Closing Time, the Securities shall have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance.

  • Approval of Documents The form and substance of all certificates, instruments and other documents required to be delivered to the Seller under this Agreement shall be reasonably satisfactory in all respects to the Seller and its counsel.

  • 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 Documentation The form and substance of all certificates, instruments, opinions, and other documents delivered to Buyer under this Agreement shall be satisfactory in all reasonable respects to Buyer and its counsel.

  • 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.

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