Common use of Board of Director Approval Clause in Contracts

Board of Director Approval. (a) Unless otherwise determined by the Board of Directors pursuant to subsection (b) below, the Company shall not have the authority to approve or undertake any of the following matters without the approval of the Board of Directors (obtained as set forth in Section 5.3(d)): (i) The hiring, firing, renewal, compensation, evaluation and planning for succession of the chief executive officer and president, the chief financial officer and senior vice presidents and other Officers of similar rank. (ii) Compensation policies for Company employees, including specific compensation and benefit plans and programs. (iii) Annual strategic and business plans and amendments thereto (including entering into any unrelated new lines of business) in accordance with Section 7.2, Company-wide financing plans, and Company-wide risk management plans (including a program of insurance). (iv) Any distribution to the Members in excess of, or in an amount less than, Tax Distributions made in accordance with Sections 9.2(a) and 9.2(b) hereof (which are deemed automatically approved by the Board of Directors, subject to Section 8.2 hereof). (v) The following material transactions: (A) Projects, long-term contracts (including cancellation thereof), mergers, consolidations, re-capitalization, acquisitions, divestitures, joint ventures or alliances involving the commitment or transfer by the Company of value in excess of $25 million and shut-downs of material facilities; and (B) Investments and transactions outside the normal lines of business in excess of $10 million. (vi) Capital expenditures in excess of 110% of the approved capital expenditure budget or overruns on major projects greater than 10%. (vii) Individual borrowings and leasing arrangements in excess of $25 million, or if the Board of Directors in its discretion sets a debt ceiling, any borrowing in excess of such debt ceiling. (viii) Unusual, non-recurring uses of Company credit in support of operations above a $10 million exposure. (ix) The settlement of actions or claims against the Company involving more than $10 million. (x) Related-party transactions involving the receipt or payment of more than $5 million in any one transaction or $10 million in any series of related transactions, irrespective of individual amounts (other than transactions reflected by the agreements referred to on Schedules 6.11(b) and 6.11(c) of each of the Xxxxxxxx Disclosure Schedule to the Contribution Agreement and the Chevron Disclosure Schedule to the Contribution Agreement). (xi) Any amendment to the Certificate or this Agreement. (xii) Except as otherwise specifically provided for in Article X, the admission of an additional Member or other equity holder of the Company. (xiii) Any redemption of an equity interest in the Company. (xiv) Any adoption of or change in the Company’s form of business or accounting principles. (xv) Any material consolidation or relocation of the Company’s research and development facilities, or the exercise or waiver of any right affecting the term of any leasehold for research and development facilities. (xvi) The commencement of voluntary bankruptcy proceedings for the Company. (xvii) Any material decision regarding repair, replacement or startup relating to the K-Resin Accident. (xviii) The liquidation or dissolution of the Company. (xix) Any use by the Company of the “Chevron,” “ChevronTexaco” or “Xxxxxxxx” name, by itself. (b) The Board of Directors shall review periodically the appropriateness of the list of items contained in Section 7.1(a) (including the related threshold dollar amounts contained therein) which must be brought before the Board of Directors, and will implement changes if and when appropriate. Any such changes shall be set forth in a written resolution, and, to the extent that such written resolution is inconsistent with Section 7.1(a), the written resolution will control.

Board of Director Approval. (a) Unless otherwise determined by the Board of Directors pursuant to subsection (b) below, the Company shall not have the authority to approve or undertake any of the following matters without the approval of the Board of Directors (obtained as set forth in Section 5.3(d)): (i) The hiring, firing, renewal, compensation, evaluation and planning for succession of the chief executive officer and president, the chief financial officer and senior vice presidents and other Officers of similar rank. (ii) Compensation policies for Company employees, including specific compensation and benefit plans and programs. (iii) Annual strategic and business plans and amendments thereto (including entering into any unrelated new lines of business) in accordance with Section 7.2, Company-wide financing plans, and Company-wide risk management plans (including a program of insurance). (iv) Any distribution to the Members in excess of, or in an amount less than, the Minimum Tax Distributions made in accordance with Sections 9.2(a) and 9.2(b) hereof Minimum Leverage Distributions (both of which are deemed automatically approved by the Board of Directors, subject to Section 8.2 hereof). (v) The following material transactions: (A) Projects, long-term contracts (including cancellation thereof), mergers, consolidations, re-capitalization, acquisitions, divestitures, joint ventures or alliances involving the commitment or transfer by the Company of value in excess of $25 million and shut-downs of material facilities; and (B) Investments and transactions outside the normal lines of business in excess of $10 million. (vi) Capital expenditures in excess of 110% of the approved capital expenditure budget or overruns on major projects greater than 10%. (vii) Individual borrowings and leasing arrangements in excess of $25 million, or if the Board of Directors in its discretion sets a debt ceiling, any borrowing in excess of such debt ceiling. (viii) Unusual, non-recurring uses of Company credit in support of operations above a $10 million exposure. (ix) The settlement of actions or claims against the Company involving more than $10 million. (x) Related-party transactions involving the receipt or payment of more than $5 million in any one transaction or $10 million in any series of related transactions, irrespective of individual amounts (other than transactions reflected by the agreements referred to on Schedules 6.11(b) and 6.11(c) of each of the Xxxxxxxx Disclosure Philxxxx Xxxclosure Schedule to the Contribution Agreement and the Chevron Disclosure Schedule to the Contribution Agreement). (xi) Any amendment to the Certificate or this Agreement. (xii) Except as otherwise specifically provided for in Article X, the admission of an additional Member or other equity holder of the Company. (xiii) Any redemption of an equity interest in the Company. (xiv) Any adoption of or change in the Company’s 's form of business or accounting principles. (xv) Any material consolidation or relocation of the Company’s 's research and development facilities, or the exercise or waiver of any right affecting the term of any leasehold for research and development facilities. (xvi) The commencement of voluntary bankruptcy proceedings for the Company. (xvii) Any material decision regarding repair, replacement or startup relating to the K-Resin Accident. (xviii) The liquidation or dissolution of the Company. (xix) Any use by the Company of the “"Chevron,” “ChevronTexaco” " or “Xxxxxxxx” name"Philxxxx" xxme, by itself. (b) The Board of Directors shall review periodically the appropriateness of the list of items contained in Section 7.1(a) (including the related threshold dollar amounts contained therein) which must be brought before the Board of Directors, and will implement changes if and when appropriate. Any such changes shall be set forth in a written resolution, and, to the extent that such written resolution is inconsistent with Section 7.1(a), the written resolution will control.

Board of Director Approval. (a) Unless otherwise determined by the Board of Directors pursuant to subsection (b) below, the Company shall not have the authority to approve or undertake any of the following matters without the approval of the Board of Directors (obtained as set forth in Section 5.3(d)): (i) The hiring, firing, renewal, compensation, evaluation and planning for succession of the chief executive officer and president, the chief financial officer and senior vice presidents and other Officers of similar rank. (ii) Compensation policies for Company employees, including specific compensation and benefit plans and programs. (iii) Annual strategic and business plans and amendments thereto (including entering into any unrelated new lines of business) in accordance with Section 7.2, Company-wide financing plans, and Company-wide risk management plans (including a program of insurance). (iv) Any distribution to the Members in excess of, or in an amount less than, the Minimum Tax Distributions made in accordance with Sections 9.2(a) and 9.2(b) hereof Minimum Leverage Distributions (both of which are deemed automatically approved by the Board of Directors, subject to Section 8.2 hereof). (v) The following material transactions: (A) Projects, long-term contracts (including cancellation thereof), mergers, consolidations, re-capitalization, acquisitions, divestitures, joint ventures or alliances involving the commitment or transfer by the Company of value in excess of $25 million and shut-downs of material facilities; and (B) Investments and transactions outside the normal lines of business in excess of $10 million. (vi) Capital expenditures in excess of 110% of the approved capital expenditure budget or overruns on major projects greater than 10%. (vii) Individual borrowings and leasing arrangements in excess of $25 million, or if the Board of Directors in its discretion sets a debt ceiling, any borrowing in excess of such debt ceiling. (viii) Unusual, non-recurring uses of Company credit in support of operations above a $10 million exposure. (ix) The settlement of actions or claims against the Company involving more than $10 million. (x) Related-party transactions involving the receipt or payment of more than $5 million in any one transaction or $10 million in any series of related transactions, irrespective of individual amounts (other than transactions reflected by the agreements referred to on Schedules 6.11(b) and 6.11(c) of each of the Xxxxxxxx Disclosure Philxxxx Xxxclosure Schedule to the Contribution Agreement and the Chevron Disclosure Schedule to the Contribution Agreement). (xi) Any amendment to the Certificate or this Agreement. (xii) Except as otherwise specifically provided for in Article X, the admission of an additional Member or other equity holder of the Company. (xiii) Any redemption of an equity interest in the Company. (xiv) Any adoption of or change in the Company’s form of business or accounting principles. (xv) Any material consolidation or relocation of the Company’s research and development facilities, or the exercise or waiver of any right affecting the term of any leasehold for research and development facilities. (xvi) The commencement of voluntary bankruptcy proceedings for the Company. (xvii) Any material decision regarding repair, replacement or startup relating to the K-Resin Accident. (xviii) The liquidation or dissolution of the Company. (xix) Any use by the Company of the “Chevron,” “ChevronTexaco” or “Xxxxxxxx” name, by itself. (b) The Board of Directors shall review periodically the appropriateness of the list of items contained in Section 7.1(a) (including the related threshold dollar amounts contained therein) which must be brought before the Board of Directors, and will implement changes if and when appropriate. Any such changes shall be set forth in a written resolution, and, to the extent that such written resolution is inconsistent with Section 7.1(a), the written resolution will control.

Board of Director Approval. (a) Unless otherwise determined by the Board of Directors pursuant to subsection (b) below, the Company shall not have the authority to approve or undertake any of the following matters without the approval of the Board of Directors (obtained as set forth in Section 5.3(d)): (i) The hiring, firing, renewal, compensation, evaluation and planning for succession of the chief executive officer and president, the chief financial officer and senior vice presidents and other Officers of similar rank. (ii) Compensation policies for Company employees, including specific compensation and benefit plans and programs. (iii) Annual strategic and business plans and amendments thereto (including entering into any unrelated new lines of business) in accordance with Section 7.2, Company-wide financing plans, and Company-wide risk management plans (including a program of insurance). (iv) Any distribution to the Members in excess of, or in an amount less than, Tax Distributions made in accordance with Sections 9.2(a) and 9.2(b) hereof Minimum Leverage Distributions (both of which are deemed automatically approved by the Board of Directors, subject to Section 8.2 hereof) other than a distribution of a Mandatory Redemption Payment (which is deemed automatically approved by the Board of Directors). (v) The following material transactions: (A) Projects, long-term contracts (including cancellation thereof), mergers, consolidations, re-capitalization, acquisitions, divestitures, joint ventures or alliances involving the commitment or transfer by the Company of value in excess of $25 million and shut-downs of material facilities; and (B) Investments and transactions outside the normal lines of business in excess of $10 million. (vi) Capital expenditures in excess of 110% of the approved capital expenditure budget or overruns on major projects greater than 10%. (vii) Individual borrowings and leasing arrangements in excess of $25 million, or if the Board of Directors in its discretion sets a debt ceiling, any borrowing in excess of such debt ceiling. (viii) Unusual, non-recurring uses of Company credit in support of operations above a $10 million exposure. (ix) The settlement of actions or claims against the Company involving more than $10 million. (x) Related-party transactions involving the receipt or payment of more than $5 million in any one transaction or $10 million in any series of related transactions, irrespective of individual amounts (other than transactions reflected by the agreements referred to on Schedules 6.11(b) and 6.11(c) of each of the Xxxxxxxx Phillips Disclosure Schedule to the Contribution Agreement and the Chevron txx Xxxxxon Disclosure Schedule to the Contribution Agreement). (xi) Any amendment to the Certificate or this Agreement. (xii) Except as otherwise specifically provided for in Article X, the admission of an additional Member or other equity holder of the Company. (xiii) Any redemption of an equity interest in the Company, other than a mandatory redemption of Preferred Interests pursuant to Section 9.2(j). (xiv) Any adoption of or change in the Company’s 's form of business or accounting principles. (xv) Any material consolidation or relocation of the Company’s 's research and development facilities, or the exercise or waiver of any right affecting the term of any leasehold for research and development facilities. (xvi) The commencement of voluntary bankruptcy proceedings for the Company. (xvii) Any material decision regarding repair, replacement or startup relating to the K-Resin Accident. (xviii) The liquidation or dissolution of the Company. (xix) Any use by the Company of the “"Chevron,” “" "ChevronTexaco” " or “Xxxxxxxx” "Phillips" name, by itself. (b) The Board of Directors shall review periodically revxxx xxxxodically the appropriateness of the list of items contained in Section 7.1(a) (including the related threshold dollar amounts contained therein) which must be brought before the Board of Directors, and will implement changes if and when appropriate. Any such changes shall be set forth in a written resolution, and, to the extent that such written resolution is inconsistent with Section 7.1(a), the written resolution will control.

Board of Director Approval. (a) Unless otherwise determined by the Board of Directors pursuant to subsection (b) below, the Company shall not have the authority to approve or undertake any of the following matters without the approval of the Board of Directors (obtained as set forth in Section 5.3(d)): (i) The hiring, firing, renewal, compensation, evaluation and planning for succession of the chief executive officer and president, the chief financial officer and senior vice presidents and other Officers of similar rank. (ii) Compensation policies for Company employees, including specific compensation and benefit plans and programs. (iii) Annual strategic and business plans and amendments thereto (including entering into any unrelated new lines of business) in accordance with Section 7.2, Company-wide financing plans, and Company-wide risk management plans (including a program of insurance). (iv) Any distribution to the Members in excess of, or in an amount less than, the Minimum Tax Distributions made in accordance with Sections 9.2(a) and 9.2(b) hereof Minimum Leverage Distributions (both of which are deemed automatically approved by the Board of Directors, subject to Section 8.2 hereof). (v) The following material transactions: (A) Projects, long-term contracts (including cancellation thereof), mergers, consolidations, re-capitalization, acquisitions, divestitures, joint ventures or alliances involving the commitment or transfer by the Company of value in excess of $25 million and shut-downs of material facilities; and (B) Investments and transactions outside the normal lines of business in excess of $10 million. (vi) Capital expenditures in excess of 110% of the approved capital expenditure budget or overruns on major projects greater than 10%. (vii) Individual borrowings and leasing arrangements in excess of $25 million, or if the Board of Directors in its discretion sets a debt ceiling, any borrowing in excess of such debt ceiling. (viii) Unusual, non-recurring uses of Company credit in support of operations above a $10 million exposure. (ix) The settlement of actions or claims against the Company involving more than $10 million. (x) Related-party transactions involving the receipt or payment of more than $5 million in any one transaction or $10 million in any series of related transactions, irrespective of individual amounts (other than transactions reflected by the agreements referred to on Schedules 6.11(b) and 6.11(c) of each of the Xxxxxxxx Disclosure Schedule to the Contribution Agreement and the Chevron Disclosure Schedule to the Contribution Agreement). (xi) Any amendment to the Certificate or this Agreement. (xii) Except as otherwise specifically provided for in Article X, the admission of an additional Member or other equity holder of the Company. (xiii) Any redemption of an equity interest in the Company. (xiv) Any adoption of or change in the Company’s 's form of business or accounting principles. (xv) Any material consolidation or relocation of the Company’s 's research and development facilities, or the exercise or waiver of any right affecting the term of any leasehold for research and development facilities. (xvi) The commencement of voluntary bankruptcy proceedings for the Company. (xvii) Any material decision regarding repair, replacement or startup relating to the K-Resin Accident. (xviii) The liquidation or dissolution of the Company. (xix) Any use by the Company of the “"Chevron,” “ChevronTexaco” " or “"Xxxxxxxx” " name, by itself. (b) The Board of Directors shall review periodically the appropriateness of the list of items contained in Section 7.1(a) (including the related threshold dollar amounts contained therein) which must be brought before the Board of Directors, and will implement changes if and when appropriate. Any such changes shall be set forth in a written resolution, and, to the extent that such written resolution is inconsistent with Section 7.1(a), the written resolution will control.

Board of Director Approval. (a) Unless otherwise determined by the Board of Directors pursuant to subsection (b) below, the Company shall not have the authority to approve or undertake any of the following matters without the approval of the Board of Directors (obtained as set forth in Section 5.3(d)): (i) The hiring, firing, renewal, compensation, evaluation and planning for succession of the chief executive officer and president, the chief financial officer and senior vice presidents and other Officers of similar rank. (ii) Compensation policies for Company employees, including specific compensation and benefit plans and programs. (iii) Annual strategic and business plans and amendments thereto (including entering into any unrelated new lines of business) in accordance with Section 7.2, Company-wide financing plans, and Company-wide risk management plans (including a program of insurance). (iv) Any distribution to the Members in excess of, or in an amount less than, Tax Distributions made in accordance with Sections 9.2(a) and 9.2(b) hereof Minimum Leverage Distributions (both of which are deemed automatically approved by the Board of Directors, subject to Section 8.2 hereof) other than a distribution of a Mandatory Redemption Payment (which is deemed automatically approved by the Board of Directors). (v) The following material transactions: (A) Projects, long-term contracts (including cancellation thereof), mergers, consolidations, re-capitalization, acquisitions, divestitures, joint ventures or alliances involving the commitment or transfer by the Company of value in excess of $25 million and shut-downs of material facilities; and (B) Investments and transactions outside the normal lines of business in excess of $10 million. (vi) Capital expenditures in excess of 110% of the approved capital expenditure budget or overruns on major projects greater than 10%. (vii) Individual borrowings and leasing arrangements in excess of $25 million, or if the Board of Directors in its discretion sets a debt ceiling, any borrowing in excess of such debt ceiling. (viii) Unusual, non-recurring uses of Company credit in support of operations above a $10 million exposure. (ix) The settlement of actions or claims against the Company involving more than $10 million. (x) Related-party transactions involving the receipt or payment of more than $5 million in any one transaction or $10 million in any series of related transactions, irrespective of individual amounts (other than transactions reflected by the agreements referred to on Schedules 6.11(b) and 6.11(c) of each of the Xxxxxxxx Disclosure Schedule to the Contribution Agreement and the Chevron Disclosure Schedule to the Contribution Agreement). (xi) Any amendment to the Certificate or this Agreement. (xii) Except as otherwise specifically provided for in Article X, the admission of an additional Member or other equity holder of the Company. (xiii) Any redemption of an equity interest in the Company, other than a mandatory redemption of Preferred Interests pursuant to Section 9.2(j). (xiv) Any adoption of or change in the Company’s form of business or accounting principles. (xv) Any material consolidation or relocation of the Company’s research and development facilities, or the exercise or waiver of any right affecting the term of any leasehold for research and development facilities. (xvi) The commencement of voluntary bankruptcy proceedings for the Company. (xvii) Any material decision regarding repair, replacement or startup relating to the K-Resin Accident. (xviii) The liquidation or dissolution of the Company. (xix) Any use by the Company of the “Chevron,” “ChevronTexaco” or “Xxxxxxxx” name, by itself. (b) The Board of Directors shall review periodically the appropriateness of the list of items contained in Section 7.1(a) (including the related threshold dollar amounts contained therein) which must be brought before the Board of Directors, and will implement changes if and when appropriate. Any such changes shall be set forth in a written resolution, and, to the extent that such written resolution is inconsistent with Section 7.1(a), the written resolution will control.