Board Reserved Matters. The day-to-day operations of the Target Group shall be managed by CFGI’s management team, subject to the Shareholder Reserved Matters and the following matters to be determined in the manner described below (notwithstanding any resolutions passed by the shareholders of NewCo in respect of such matters) (each, a “Board Reserved Matter”): 1. the declaration, making or payment of any dividends or distributions by any member of the Target Group other than by any member of the Target Group that is wholly-owned by another member of the Target Group other than in accordance with the terms of any approved dividend policy; 2. approve or adopt any dividend policy; 3. any change in the size or composition of the board of directors of any member of the Target Group, and the delegation of any powers of the board of directors of any member of the Target Group to a committee or any other person (other than as expressly contemplated in the Shareholders Agreement); 4. the adoption, approval or modification of the annual business plan of the Target Group or any member thereof and any material deviation therefrom; 5. approve or adopt any capital expenditure budget with an aggregate value in excess of an amount to be initially agreed by the Majority Consenting Creditors; 6. if applicable, the adoption, approval, amendment, termination or non- renewal of the compliance policy of the Target Group; 7. the incurrence or assumption (including in connection with any acquisition) of any indebtedness in excess of $20 million, other than: (a) indebtedness already permitted under the annual business plan of the Target Group or any member thereof, and (b) any drawdown made under an existing credit facility previously approved by the Board; 8. the provision of loans, guarantees, security for debts or extension of credit (other than in the ordinary course of business on normal commercial terms) to, or making any investment in, any party (other than wholly-owned members of the Target Group) exceeding $20 million other than as contemplated by the annual business plan in effect at such time; 9. the purchase or acquisition of any asset (or any interest therein), or the sale or disposal of any asset (or any interest therein), in each case, other than a transaction: (a) in the ordinary course of business; or (b) where the net asset value of the transaction is less than the then-current net asset value of the Target Group at a percentage to be initially decided by the Majority Consenting Credito...
Board Reserved Matters. (a) For so long as the Sponsors hold in aggregate at least 25% of the Shares, the Company shall not, and shall not permit any of its Subsidiaries to, take any of the following actions (the Board Reserved Matters) without the affirmative vote of a majority of the Majority Sponsor Directors (excluding any Majority Sponsor Director explicitly prevented from voting with respect to such matter by the terms of this Agreement):
Board Reserved Matters. Unless this Agreement expressly states differently, any decision by the Board of Directors (i) shall be reserved to the competence of the Board as a collective body, (ii) shall not be delegated to any one or more Board members or executive committees or managing directors and it shall be approved by the majority of the Board members. However, in addition to the requirements indicated in the previous paragraph, the Board of Directors shall not take, and shall cause the Company not to take, any of the following resolutions that are qualified as Board reserved matters (the "Board Reserved Matters") and, therefore, can only be adopted by the affirmative vote of four (4) Directors:
Board Reserved Matters. 1) The decision on any delegation, assignment or revocation of any authority to a person, committee or other organization of the Company other than the Board (e.g. Managing Director, General Manager etc.) regarding any matters on which the Board has the authority to make a decision.
Board Reserved Matters. The following matters with respect to the Group must be submitted to the Board and shall require simple majority approval of the Board (the “Board Reserved Matters”):
Board Reserved Matters. 10.1 Subject to Clause 24.3.2(ii) and subject to any separate delegation of authority framework adopted and approved unanimously by all of the Directors from time to time, the Shareholders shall procure so far as they lawfully can that no action is taken or resolution passed by the Company or any Group Company, and the Company shall not take, and shall procure that no Group Company shall take, any action in respect of those matters set out in Schedule 3 (“Board Reserved Matters”) without the unanimous approval of all the Directors.
Board Reserved Matters. 7.1 The Shareholders shall procure, so far as they lawfully can, that no action shall be taken or resolution passed by the Company in respect of those matters set out in Schedule 2 (Board Reserved Matters) (“Board Reserved Matters”) without the approval of 75 per cent. of the Directors present and entitled to vote on such resolution (the “Board Super Majority”).
Board Reserved Matters. The following items will be Board Reserved Matters and require the unanimous consent of the Board, except as may be delegated by the Board with unanimous consent from time to time:
Board Reserved Matters. The Company and the Key Group Companies shall not, and the Company, the Key Group Companies and the Founder Parties shall procure each Group Company not to, take, permit to occur, approve, authorize, or agree or commit to do any action (including any action by the Board or any committee thereof) with respect to any of the following matters, whether in a single transaction or a series of related transactions, directly or indirectly, whether by amendment, merger, amalgamation, consolidation or otherwise, without the affirmative vote at a duly convened meeting of the Board by, or written consent by, (a) at least half of the Investor Directors then in office and (b) at least half of the Founder Directors then in office; provided, that any transaction for the purposes of the Restructuring that is expressly contemplated in the Restructuring Memorandum or the Restructuring Framework Agreement shall not require such affirmative vote or consent in accordance with this Section 2.10:
Board Reserved Matters. 1. Subject to Clauses 4 and 6, the appointment, terms of appointment (and amendment to such terms), nomination, replacement or dismissal (where applicable), of any of the Key Employees, CEO, Managing Director or Executive Director of a Group Company and their respective successors (“Management”) of the Company, and the Head of Audit.
