Approved Transactions. All transactions processed on or through the Invoice Payment Dashboard will be deemed approved by and made by you, including, regardless of whether such charges were authorized or made by you, your affiliates or your employees. If you believe that your Invoice Payment Dashboard log-in and password or a device that you use to access the Invoice Payment Dashboard has been lost or stolen, or you suspect that someone is using your Invoice Payment Dashboard without your permission, or that a transaction that you have not affirmatively authorized (without prejudice to the first sentence herein) has occurred, you must notify us immediately at sxxxxxx@xxxxxxxxx.xxx. You are responsible for all such transactions and losses. You agree and understand that you are responsible for maintaining the confidentiality of your Invoice Payment Dashboard log-in and password. You must cooperate fully in any investigation by us, any bank, service provider and the authorities. We can, and you hereby authorize us to, at any time, without prejudicing our rights in this Agreement, block use of the Invoice Payment Dashboard, dispute any charges and terminate and prevent use of the Invoice Payment Dashboard (a) if we suspect unauthorized or fraudulent use, (b) during the course of any claim of fraud, (c) if we believe unusual or suspicious transactions are occurring, including if we believe a violation of Section 7.7 may occur, or (d) upon a default or an Event of Default. You understand, acknowledge and agree that we will not be responsible or liable in any way should any Invoice Payment Dashboard transaction not be approved or accepted, whether by us or a third party, even if you have sufficient funds available.
Approved Transactions. It was proposed to provide the approval of the Board required by the provisions of Article 109 to the consummation by the Icahn Parties or any of them of a transaction or series of transactions, of whatever nature, pursuant to which the Icahn Parties or any of them will become an Interested Member by purchasing Securities (in market purchases, private transactions or any other purchase or acquisition (each such purchase or acquisition, a “Purchase”) and thereby become the owner of 15% or more of the outstanding Voting Shares (each such Purchase, an “Approved Transaction”). Upon motion duly made, seconded and carried unanimously, IT WAS RESOLVED that, it being in the best interests of the Company, each Approved Transactions be and hereby is, approved. [Date] To: Each of the persons or entities listed on Schedule A hereto (the “Icahn Parties”) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment or election of any Icahn Designee to the Board of Directors (the “Board”) of Herbalife Ltd. (the “Company”) at which time the parties may execute the signature page hereto. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the support agreement regarding certain rights relating to the Board (the “Letter Agreement”), dated as of February 28, 2013, among the Company and the Icahn Parties. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, any Icahn Designee may, if and to the extent he or she desires to do so (in his or her sole and absolute discretion), disclose information he or she obtains while a member of the Board to you and your Representatives (as hereinafter defined) and may discuss such information with any and all such persons. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and, subject to the restrictions in paragraph 2, your attorneys, directors, officers and employees (collectively, the “Representatives”), you agree to treat any and all information concerning the Company or any of its subsidiaries or affiliates that is furnished to you or your Representatives (regardless of the manner in which it is furnished, includi...
Approved Transactions. With respect to any transaction (i) that requires and has received Requisite Shareholder Approval under Section 2.2 or (ii) which is not subject to clause (i) and is approved by the Company Board (including the affirmative vote of two Principal Shareholder Directors, when required), each Shareholder shall vote or cause to be voted all Company Shares beneficially owned by such Shareholder, from time to time, and shall take all other actions necessary to approve, effect or implement such approved transaction and will not pursue any dissenter’s or appraisal rights.
Approved Transactions. In the event an assignment, subletting, pledge or transfer is approved by City, such approval shall in no way relieve Airline of any contractual obligations assumed under this Agreement unless City specifically consents thereto in its discretion, and such approval shall not constitute a waiver of strict future compliance by Airline with the provisions of this Article 10. Further, Airline shall not enter into any agreement to handle other aircraft at the Airport (other than aircraft of another Signatory Airline, Affiliate(s), or City approved sublessee of Airline) without obtaining the prior written consent of City as required under 3.02. A.
Approved Transactions. Notwithstanding anything herein to the contrary, the Company and its Subsidiaries may consummate the Approved Transactions, as such Approved Transactions may be supplemented or modified by the Borrower from time to time with the prior consent of the Requisite Lenders (such consent not to be unreasonably withheld, conditioned or delayed).
Approved Transactions. (a) If, at any time after February 23, 2009, the Company receives, and the Board of Directors approves, a Bona Fide Transaction Offer, the Company shall provide prompt written notice of the receipt and approval of such Bona Fide Transaction Offer to Koala Holding Limited Partnership (“Koala”). Such notice shall include a copy of the document setting forth the Bona Fide Transaction Offer. During the Offering Period, Koala shall have the right and option to enter into a written agreement (of the same type as the document containing the Bona Fide Transaction Offer) with the Company to engage in a Corporate Transaction (as defined below) on the terms and conditions specified in the Bona Fide Transaction Offer, provided, however, that if the Bona Fide Transaction Offer includes a consideration payable to the Company or its stockholders other than cash, the written agreement between the Company and Koala shall provide for a consideration consisting only of an amount of cash equal to the fair market value of all of the consideration offered by the party making the Bona Fide Transaction Offer, as determined by an investment bank of national reputation mutually agreed upon by the Company and Koala. If the Company and Koala do not execute a written agreement (of the same type as the document containing the Bona Fide Transaction Offer) by the last day of the Offering Period, the Company shall have the right, for a period of 180 days following the termination of the Offering Period, to enter into a Corporate Transaction with (I) the party making the Bona Fide Transaction Offer on the terms set forth in the applicable Bona Fide Transaction Offer, or (II) any other party that makes a Superior Offer, and Koala shall have no right to receive notice of, and no right or option to enter into an agreement matching the terms set forth in, any such Bona Fide Transaction Offer received during such 180-day period under this Section 11(a); provided, however, that in the event that the Company receives, and the Board of Directors approves, any Superior Offer that contains a consideration that includes publicly traded securities and neither the initial Bona Fide Transaction Offer nor any other Superior Offer in such 180 day period contained a consideration that included publicly traded securities, the Company shall provide prompt written notice of its receipt and approval of such Superior Offer and Koala shall have the right, for a period of two business days after the delivery of s...
Approved Transactions. (a) Nothing in this Agreement shall prevent MPT and/or the Group Companies from:
(i) implementing the Pre-Completion Reorganisation in accordance with the Transaction Step Plan; and/or
(ii) implementing the Third Party Financing in accordance with the Third Party Financing Documents. No breach of this Agreement shall be deemed to have occurred as a result of any action taken by MPT and/or the Group Companies in relation to the implementation of the Pre-Completion Reorganisation in accordance with the Transaction Step Plan and/or the implementation of the Third Party Financing in accordance with the Third Party Financing Documents.
(b) MPT undertakes to (and procure that the Company shall):
(i) provide PRIMOTOP with drafts of the Third Party Financing Documents promptly once they are available and take into account any reasonable comments that PRIMOTOP may have on such drafts, it being specified that, for the avoidance of doubt, any material deviation in the Third Party Financing Documents from the terms set out in Schedule 10 shall require the prior written consent of PRIMOTOP (such consent not to be unreasonably withheld or delayed); and
(ii) upon receipt of such documents and in any event no later than 10 Business Days before their expected execution date, request the written approval of PRIMOTOP to the final drafts of the Third Party Financing Documents (such consent not to be unreasonably withheld or delayed).
(c) It is specifically acknowledged that any funding provided to the Group shall be on a non-recourse basis against MPT and/or PRIMOTOP (other than, if and to the extent required by the Third Party Financing, a limited recourse pledge of their Interests in the Company) and that none of MPT and/or PRIMOTOP shall be required under this Agreement or under any financing document, to provide any guarantees, indemnities or other security on behalf of the Company and/or any other Group Company.
(d) MPT and/or PRIMOTOP acknowledge that, in connection with the provision of Third Party Financing they shall (if requested by either Party) be entitled to receive the benefit of a pledge over the Company’s limited partner interest in the Luxembourg Partnership as security for any Shareholder Loan each such Shareholder shall have advanced (“LP Pledge”), subject to (i) the terms of such LP Pledge (and any ancillary documents in the nature of inter creditor or subordination arrangements and the like) being agreed with the Initial Bank (or successor/other bank unde...
Approved Transactions. Each proposed project for which Borrower intends to use the proceeds of a Funding satisfies all of the following (in such case the proposed project is referred to as an "Approved Transaction"):
(i) the project will generate a Project IRR of twenty percent (20%) to Borrower and an Internal Rate of Return of sixteen percent (16%) to EIF.
(ii) Borrower's total outstanding Indebtedness to EIF shall not, as a result of this Funding exceed, 80% of the Value of the Collateral;
(iii) the Proposed Oil and Gas Agreements are sufficient to grant to EIF a valid and sufficient security interest in the Collateral as determined by EIF and its counsel in their sole discretion; and
(iv) the cost recovery percentages of any Proposed Oil and Gas Agreement shall be at least 150% or Borrower shall receive an equity interest in the subject properties of at least 50% over the term of such Proposed Oil and Gas Agreement.
Approved Transactions. In the event of an acquisition by any one person, or more than one person acting as a group, together with acquisitions during the 12-month period ending on the date of the most recent acquisition by such person or persons, of assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, or if any one person, or more than one person acting as a group, acquires the ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or combined voting power of the stock of the Company, which has been approved by the Company’s Board, the Committee may, in its discretion and upon at least ten (10) days’ advance notice to the Participant, (i) accelerating vesting of the Option or (ii) cancel the Option and pay to the Participant the Repurchase Value of the Option.
Approved Transactions. It was proposed to provide the approval of the Board required by the provisions of Article 109 to the consummation by the Icahn Parties or any of them of a transaction or series of transactions, of whatever nature, pursuant to which the Icahn Parties or any of them will become an Interested Member by purchasing Securities (in market purchases, private transactions or any other purchase or acquisition (each such purchase or acquisition, a “Purchase”) and thereby become the owner of 15% or more of the outstanding Voting Shares (each such Purchase, an “Approved Transaction”).
