Approval Rights. The Trust shall not take, or cause to be taken, any of the following actions without the approval the Board, which such approval must include the approval of at least one RP Trustee: (a) Any action in furtherance of a Major Decision (as defined in the Partnership Agreement); (b) Any amendment or repeal of the Bylaws of the Trust (the “Bylaws”) (or any other action) that would cause Title 3, Subtitle 7 of the Maryland General Corporation Law (the “MGCL”) to apply to any control share acquisition by any of the Investors or any associate (as such term is defined in Title 3, Subtitle 7 of the MGCL) or affiliate of such person; (c) Any adoption, amendment or repeal of a resolution of the Board that would cause the provisions of Section 3-602 of the MGCL to apply to (i) any Investor; (iii) any of each Investor’s existing or future “affiliates” (as that term is defined in Section 3-601 of the MGCL); (iii) any of each Investor’s or any of its “affiliates” existing or future “associates” (as that term is defined in the Section 3-601 of the MGCL); and (iv) any person or entity acting in concert with any of the persons or entities described in (i)-(iii); and (d) Any amendment, alteration or repeal of any provision of the Declaration of Trust (the “Declaration”) of the Trust or the Bylaws that would limit, modify or materially and adversely impact the rights of the Investors under Sections 1, 2 or 7 of this Agreement.
Appears in 3 contracts
Samples: Preferred Equity Investment Agreement (Mack Cali Realty L P), Shareholders Agreement (Mack Cali Realty L P), Shareholders Agreement (Mack Cali Realty L P)
Approval Rights. The Trust shall not take, or cause to be taken, any of the following actions without the approval the Board, which such approval must include the approval of at least one both RP TrusteeTrustees:
(a) Any action in furtherance of a Major Decision (as defined in the Partnership Agreement);
(b) Any amendment or repeal of the Bylaws of the Trust (the “Bylaws”) (or any other action) that would cause Title 3, Subtitle 7 of the Maryland General Corporation Law (the “MGCL”) to apply to any control share acquisition by any of the RP Investors or any associate (as such term is defined in Title 3, Subtitle 7 of the MGCL) or affiliate of such person;
(c) Any adoption, amendment or repeal of a resolution of the Board that would cause the provisions of Section 3-602 of the MGCL to apply to (i) any Investor; RP Investor (iii) any of each RP Investor’s existing or future “affiliates” (as that term is defined in Section 3-601 of the MGCL); ) (iii) any of each RP Investor’s or any of its “affiliates” existing or future “associates” (as that term is defined in the Section 3-601 of the MGCL); ) and (iv) any person or entity acting in concert with any of the persons or entities described in (i)-(iii); ) and
(d) Any amendment, alteration or repeal of any provision of the Declaration of Trust (the “Declaration”) of the Trust or the Bylaws that would limit, modify or materially and adversely impact the rights of the RP Investors under Sections 1, 2 or 7 of this Agreement.
Appears in 3 contracts
Samples: Shareholder Agreements, Shareholder Agreement (Mack Cali Realty L P), Shareholder Agreements