Approval of Related Party Transactions. After the date of this Agreement, the Company shall not, without the approval of a majority of the disinterested members of the Board of Directors of the Company (to the extent applicable, including the affirmative vote or written consent of each of the Preferred Directors (as such term is defined in the Restated Certificate)), authorize or enter into any transaction with any director or officer of the Company, such director’s or officer’s affiliates or immediate family members, or the spouses of or trusts or other entities formed solely for the benefit of, or controlled by, such director, officer or immediate family members.
Approval of Related Party Transactions. All Related-Party Transactions must be authorized by the Board of Directors of Prosegur Cash, following a favorable report from its Audit Committee and in any case with the abstention in the deliberation and voting of the proprietary directors appointed by Prosegur. Without prejudice to the foregoing, the authority to approve related-party transactions whose amount or value is equal to or greater than 10% of the total assets according to the last consolidated annual balance sheet approved by Prosegur Cash will correspond to the general shareholders’ meeting of this entity in accordance with the provisions of article 529 duovicies of the Capital Companies Law. Notwithstanding the provisions of the first paragraph of this clause, the Board of Directors of Prosegur Cash may delegate the approval of the following related-party transactions:
a) transactions between companies that form part of the same group that are carried out within the scope of ordinary management and under market conditions (which will include those resulting from the execution of a protocol or agreement or framework agreement) and provided that they fall within one of the following types of operation or service:
b) transactions between companies of the Prosegur Group and companies of the Prosegur Cash Group that are entered into under contracts whose standardised conditions are applied en masse to a large number of clients, are carried out at prices or rates established in general by the person acting as supplier of the goods or services in question, and whose amount does not exceed 0.25 per cent of the net turnover of Prosegur Cash and provided that said transactions are aimed at the provision of services by the Prosegur Group or the Prosegur Cash Group, respectively, to the Prosegur Cash Group or the Prosegur Group, respectively, inherent to the businesses within their respective area of activity.
Approval of Related Party Transactions. The Shareholders’ Agreement and this Addendum do not affect the internal decision making process of Xxxx Solutions or its subsidiaries. All Related Party Transactions are to be determined and/or approved by the competent corporate bodies of each of the parties to the transaction. The Company has no special right or obligation to determine or approve Related Party Transactions, beyond the ordinary voting right at Xxxx Solutions’ general assembly as referred to in section 1.3, save for the undertaking by Aker set out in section 1.4 below.
Approval of Related Party Transactions. On and after the Closing, the Company will not, and will not permit any of its Subsidiaries, whether directly or indirectly owned, without the unanimous written consent of the Company’s Board of Directors (including the consent any independent directors) to:
(a) acquire any share capital, other securities or interests of Heilongjiang Yanglin Group Seed Industrial Co., Ltd., Shuangyashan Tianlin Rice Industrial Co., Ltd. and Heilongjiang Yanglin Soybean Group co., Ltd. Hotel, an unincorporated hotel (collectively, the “Affiliated Companies”)
(b) approve transactions or modify the terms of transactions involving the interests of the Affiliated Companies, including but not limited to make any loans, advances or other credits to, or guarantee, indemnify, act as surety for, or otherwise secure or accept or assume any direct or indirect liability for the liabilities of or obligations of any of such companies;
(c) enter into any commercial or business contracts with the Affiliated Companies in excess of US$5,000;
(d) approve or make adjustments or modifications to the terms of transactions involving the interest of any director or Shareholder of the Company and/or any Subsidiary, including but not limited to the making of any loans or advances, whether directly or indirectly, or the provision of any guarantee, indemnity or security for or in connection with any indebtedness or liabilities of any director or Shareholder of the Company and/or any Subsidiary.
Approval of Related Party Transactions. The Manager shall not consummate any transaction which would involve (i) the acquisition by the Company of an investment in any security structured or managed the Manager or (ii) any sale of the Company’s assets to the Manager or its affiliates or to an entity managed by the Manager or its affiliates, in each case, unless such transaction is approved by a majority of the Independent Directors. Any other transaction which presents a conflict of interest between the Manager and the Company shall be presented to the Independent Directors and shall not be effected without the approval of a majority of the Independent Directors. The Company may enter into transactions in which BNP Paribas or one or more of its affiliates acts as a counterparty broker, dealer or lender, subject to the compliance of such transactions with parameters to be established by the Independent Directors.
