Board Approval Matters Sample Clauses

Board Approval Matters. Subject to the provisions of this Agreement, the business, property and affairs of the Company shall be managed and all powers of the Company shall be exercised by or under the direction of the Board of Directors. Except as otherwise expressly provided in this Agreement, the vote of a majority of the directors (at least two of whom must be ▇▇▇▇▇ Designees for so long as the ▇▇▇▇▇ Designees constitute a majority of the Board of Directors) shall constitute the act of the Board of Directors; provided, however, that, without the prior approval of a majority of the directors, which majority shall include at least two ▇▇▇▇▇ Designees, for so long as the ▇▇▇▇▇ Designees constitute a majority of the Board of Directors, and one Management Designee, if any, the Company shall not, and, where applicable, shall not permit any of its Subsidiaries to, directly or indirectly, take or permit to be taken any of the following actions: (a) Increase or decrease the number of members of the Board of Directors of the Company; (b) Except agreements entered into on the Effective Date in connection with the consummation of the transactions contemplated under the Subscription Agreement, enter into any agreement or transaction involving more than $50,000 with (x) a director or any officer of the Company or any of its Subsidiaries or (y) any Stockholder(s) or any of their respective Subsidiaries or Affiliates; provided, however, that subject to compliance by the Company with Section 5.5, this Section 3.2(b) shall not apply to any issuance of securities to ▇▇▇▇▇ or any of his Affiliates on terms that are fair to the Company; (c) Incur indebtedness for borrowed money (excluding intra-company borrowings or renewals or extensions of existing agreements in effect on the Closing Date), where the amount of such indebtedness incurred, together with all other indebtedness for borrowed money of the Company, exceeds 5.5 times the Company’s consolidated cash flows (as determined under the Company’s principal debt documents with s third party) for the four fiscal quarters immediately preceding such determination; provided, that for purposes of determining whether the aggregate amount of such indebtedness incurred exceeds 5.5 times such cash flows, the following indebtedness shall be disregarded: (1) indebtedness to the extent that the proceeds thereof are to be used to refinance or repay, concurrently with or within ten business days of incurrence, any other indebtedness, (2) indebtedness incurred...

Board Approval Matters. In addition to any requirements imposed by Applicable Law, this Agreement, the Memorandum and Articles and any other constitutional documents of the Company, the Company shall not, and shall cause its Subsidiaries not to, take any action with respect to any of the matters set forth on SCHEDULE A hereto without approval of the Board, provided, the Parties further agree and acknowledge that matters set forth in paragraph 18 on SCHEDULE A shall be further subject to the written concent of at least two Major Noteholders (to the extent at least two Major Noteholders still hold the 2019 Notes) or the remaining Major Noteholder (if only one Major Noteholder still holds the 2019 Notes) pursuant to the 2021 Voting Agreement.

Board Approval Matters. Except as otherwise provided by this Agreement (including this Section 6.2.2), an affirmative vote by a simple majority of the Managers shall be considered the action of the Board. Notwithstanding any other provisions of this Agreement, if at any time the Investors are entitled to appoint a designee to the Board, the Board shall not have authority hereunder to cause the Company or any of its subsidiaries, if any, to engage in the following transactions without first obtaining the affirmative vote of a Super-Majority of the Board: (a) Terminate, amend or propose, approve, authorize or adopt any termination or amendment to, the Certificate of Formation or the ECC; (b) Except for Conveyance Triggering Events, redeem, repurchase, retire or otherwise acquire for value any of the equity interests of the Company; (c) Enter into any agreement or transaction with or for the benefit of (i) a Manager or any officer of the Company or any of its subsidiaries, if any, or (ii) any Member(s), or any of their respective subsidiaries or Affiliates; (d) Take any action to effect the dissolution, liquidation, merger, consolidation, other business combination or sale of all or substantially all the assets of the Company or any of its subsidiaries, if any, or enter into any agreement contemplating any of the foregoing; (e) File a petition under the laws of the United States of America or any other insolvency law, or admit in writing its bankruptcy, insolvency or general inability to pay its debts; (f) Appoint a liquidator of the Company in the event of the dissolution of the Company; (g) Except as provided in Section 3.2.2 and subject to Section 3.2.3, require any mandatory Additional Capital Contributions; (h) Dispose of, or assign ownership rights to any Person, any assets of the Company for any purpose other than the Business; or (i) Agree to do any of the foregoing. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Board Approval Matters. Except as otherwise provided by this Agreement (including Section 13.1), the affirmative vote by a simple majority of the total number of Managers then in office shall be considered the action of the Board.

Board Approval Matters. Except as otherwise expressly ---------------------- provided in this Agreement (including, without limitation, Section 3.6), without the prior approval of a majority of the entire Board of Directors, which majority shall include at least one Class A Director, if any, and one Class B Director, if any, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, take or permit to be taken any of the following actions: (a) Take any action that, under applicable law, may be taken only with the approval of the Board of Directors of the Company or such Subsidiary. (b) Approve the annual operating budget of the Company and its Subsidiaries (which shall include, without limitation, a financing plan and an annual capital expenditure budget), or its equivalent, including any material revisions thereto. (c) Make or commit to make any individual capital expenditure or acquisition of assets which exceeds $500,000 or aggregate capital expenditures or acquisitions which exceed $1,000,000 in any calendar year (other than, in all cases, capital expenditures or acquisitions of assets provided for in the approved annual operating budget). (d) Incur, create, refinance, assume or guarantee any indebtedness, absolute or contingent of any nature whatsoever, in excess of $1,000,000 in any calendar year (other than indebtedness provided for in the approved annual operating budget). (e) Create any mortgage, lien, security interest or encumbrance on any asset of the Company or any of its Subsidiaries, other than in the ordinary course of business. (f) Settle any claim or litigation involving a settlement amount in excess of $500,000. (g) Increase or decrease the number of members of the Board of Directors of the Company. (h) Sell or otherwise dispose of any assets, the value of which exceeds $500,000 on an individual basis or $1,000,000 in the aggregate in any calendar year (other than, in all cases, asset sales in the ordinary course of business or as provided in the approved annual operating budget). (i) Amend or propose, approve, authorize or adopt any amendment to, the Certificate of Incorporation or Bylaws. (j) Issue or sell, or agree to issue or sell, to any person (i) any shares of capital stock of the Company or any of its Subsidiaries, any rights, options or warrants to acquire any such shares, or any securities convertible into or exchangeable or exercisable for such shares, (ii) any securities, the provisions of which, by their terms, s...

Board Approval Matters. So long as there are any Series A Preferred Shares outstanding held by Hengxiong, each of the Company and the other Group Companies shall not, directly or indirectly, engage in any of the following acts without the approval of a majority of the directors of the Board (including the Series A Director): (a) any Transfer of all or substantially all of assets of any Group Company; (b) any sale or reorganization resulting in the change of control of any Group Company; (c) appointment or removal of the Group Companies’ auditor; (d) any material change in, or cease to conduct the Principal Business of any Group Company; or (e) any agreements or undertakings to do any of the foregoing.

Board Approval Matters. In addition to such other limitations as may be provided in the Memorandum and Articles or any agreement (including any other provisions of this Agreement), except as specifically permitted or contemplated under the Transaction Documents, the Company will not, without (i) the approval of a majority of the Directors then in office (including the approval of a majority of the then incumbent Preferred Directors) and (ii) the approval of the Founder for so long as the Founder serves as a Director, take any of the following actions or allow any of the following actions to be taken with respect to any member of the Company Group: (i) create, incur or authorize the creation of any debt (including without limitation the issuance of any debt securities) in a single transaction or a series of related transactions, if the Company Group’s aggregate indebtedness would exceed US$5,000,000 following the creation of such debt, or borrow or guarantee any indebtedness, or create any liens over assets except to secure any indebtedness otherwise permitted or previously approved pursuant to this Section 4.9, except for trade accounts of the Company Group arising in the ordinary course of business; (ii) make any loan or advance in a principal amount in excess of US$1,000,000 other than credit given in the ordinary course of business; (iii) invest in or acquire any other Person, or any assets, business, business organization or division of any other Person in a single transaction or series of related transactions with an aggregate value in excess of US$5,000,000 in a twelve (12)-month period, or form any new subsidiary of any member of the Company Group; (iv) approve, extend or amend any transaction or agreement with a shareholder, employee, officer or director of any member of the Company Group or any of their Affiliates, unless such transaction (a) occurs in the ordinary course of business of such member of the Company Group, which is a bona fide arm’s length transaction and has been fully disclosed to the holders of the Preferred Share in writing prior to the entering into such transaction; (b) is pursuant to the Company’s ESOP, or (c) involves an employment agreement with an contract amount not exceeding US$300,000 per year; (v) amend the ESOP or approve any new equity-based compensation plan or any bonus or incentive plan, and administer the ESOP or any equity-based compensation plan or bonus or incentive plan; (vi) select or change the external auditor, make any material c...

Board Approval Matters. Subject to the other limitations set forth in this Agreement and by applicable Law, including Section 5.7, the Board shall have authority with respect to all aspects of the affairs and operations of the Company. Without limitation of the foregoing, the Board shall not adopt any resolution with respect to the action set forth on Schedule IV attached hereto, unless such action is first presented at one meeting of the Board (it being understood and agreed by the parties hereto that the action set forth on Schedule IV shall in no event be deemed a Veto Matter or require Supermajority Vote).

Board Approval Matters