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. 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:
(i) change in the registered office location;
(ii) any specific capital expenditure (whether through acquisition or lease) which would result in obligations for the Company, individually or in aggregate, regarding such specific capital expenditure of more than 250,000 Euros per transaction, or 500,000 Euros cumulatively over a period of 1 year;
(iii) sale or transfer to a third Person of any individual asset of the Company with a market value, at the time of its sale or transfer, exceeding 300,000 Euros;
(iv) appointment, dismissal, determination of the remuneration and benefits or any other action in relation with the CEO and/or of the Key Employees within any of the companies of the BDI Group;
(v) any negotiation and subscription of loans or credit facilities for a value of more than 500,000 Euros;
(vi) transfer or disposal, by any means, directly or indirectly, of any share in the corporate capital of any of the Subsidiaries or of any interest in them, unless said transfers or disposals are due to a restructuring process of the BDI Group related to tax efficient intra-group schemes; and
(vii) exercising the vote in the General Shareholders Meeting and management bodies of the Subsidiaries in respect of Shareholders Reserved Matters or 'Board Reserved Matters, However, in addition to the requirements indicated in the Board Reserved Matters, the Board of Directors shall not take, and shall cause the Company not to take, any of the resolutions indicated in section 4.12.(iii) with the affirmative vote of the Directors appointed by Dyadic and Inveready. The Board Reserved Matters are also meant to apply to BDI Pharmaceuticals, so that if a decision as to any of these matters is to be made at BDI Pharmaceuticals, the matter will be first resolved by the Board of Directors of the Company...
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.
2) The approval and modification of business plan and strategic guidelines of the Company regarding the Business and new business lines (other than the Business) which is to be implemented by the Company.
3) The decision to invest or disinvest in new business lines other than the Business.
4) The decision on matters related to bonds for subscription.
5) The decision on matters related to mergers, company split, share swaps and/or share transfers, business transfer, or acquisition of business.
6) The decision on the establishment, relocation, closure, integration of a place of business (branch office, branch, sales office, plant research facility, etc.)
7) The decision on the payment to a third party that fall outside the normal course of business (indemnification, compensation or damage, donations, grants or monetary contributions, condolence payments or rewards, etc.), which is or exceeds JPY10 million in total per case or project.
8) The decision on the acquisition, purchase, transfer, lease, rental, lending or other disposition of fixed asset, intangible asset, or real estate, where the consideration, price, fee or charge is or exceeds JPY10 million per month, or JPY100 million in total, which is not approved by the Shareholders in a business plan or in this Agreement.
9) The decision on the acquisition or transfer of share, or on the creation of real rights or other security interests of shares of any other joint-stock company, where the consideration, price, fee or charge is or exceeds JPY 10 million in total per case or project.
10) The decision on the contribution or transfer of investment on entity other than joint-stock company, where the consideration, price, fee or charge is or exceeds JPY 10 million in total per case or project.
11) The decision on giving loans or granting collaterals to any third party(ies).
12) The decision on the matters related to fund management facilities (i.e. in the event the Company hold excess funds, to decide how to manage such excess funds.).
13) The decision on borrowing of funds, borrowing facilities for funds, xxxx discount facilities or the liquidation of assets, where the amount is or exceeds JPY10 million per case or project.
14) T...
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:
(i) any change of auditors of any Group Company;
(ii) any change of accounting policies applicable to any Group Company, except for any change mandated by official changes in accounting rules or application guidance that is mandated by Applicable Laws to be adopted, or any change required by the applicable stock exchange in connection with a Qualified IPO;
(iii) any acquisition, investment, or a series of related acquisitions or investments, the consideration of which exceeds the greater of (A) RMB500,000,000 and (B) fifty percent (50%) of the operating net cash flow of the Company for the prior fiscal year;
(iv) except as otherwise provided in Section 2.10(iii), any capital commitment or expenditure in a single transaction or transactions within any consecutive twelve (12) months in the aggregate, the consideration of which exceeds the lower of (A) RMB500,000,000 and (B) five percent (5%) of the net assets of the Company for the prior fiscal year;
(v) except as otherwise provided in this Agreement, any Transfer, disposal of, or creation of any encumbrance on, any Equity Securities of any Group Company (other than the Company) or any asset of any Group Company, in a single transaction or transactions within any consecutive twelve (12) months in the aggregate, involving a value of the lower of (A) RMB1,000,000,000 and (B) five percent (5%) of the net assets of the Company for the prior fiscal year;
(vi) creation, incurrence or authorization of the creation of any debt on behalf of any Gro...
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”):
(a) The hiring, termination or determination of compensation of the CEO and CFO or entry into any employment or consulting agreement with respect thereto; or the determination or modification of the compensation of, or any significant changes to the terms of appointment of the CEO and CFO.
(b) Any incurrence of indebtedness, assumption of credit or guarantee in excess of US$ 20 million by any Group Company.
(c) The entry into any derivatives contract or create, or allowing to arise or issue any pledge, lien or charge (whether by way of fixed or floating charge, mortgage encumbrance or other security), security interest, guarantee, claim, restriction, equity or encumbrances of any nature whatsoever on any of the property, undertaking, assets or rights of any Group Company.
(d) Any capital expenditure in excess of US$ 20 million by any Group Company.
(e) Any acquisition by any of the Group Company of assets in excess of US$20 million, or the acquisition of any shares, equity interests or debt securities of any person.
(f) Any dividend distribution of the Company.
(g) Any change in accounting principles or to the fiscal or financial year of any Group Company, or the appointment or change of auditors of the Company.
(h) The approval of the audited annual financial statements of the Company.
(i) Adoption of, or amendment to, any employee stock ownership plan or other incentive or profit sharing program of the Company.
(j) The adoption of, or any significant amendment to, the annual budget and business plan of the Company.
(k) Any material tax election of any Group Company.
(l) Any transactions with any related party over US$5 million, other than transactions between any Group Company.
(m) The approval of, or adjustments or modifications to the terms of, transactions exceeding $10 million involving the interest of any director, officer, employee, shareholder or related party of any Group Company or any of their respective Affiliates and associates, including but not limited to provision of any guarantee, indemnity or security for or in connection with any indebtedness of liabilities of any such person.
(n) The disposal or dilution of any direct or indirect interest held by any Group Company in any of its Affiliates.
(o) The sale or disposal of all or a substantial part of the undertaking, goodwill ...
Board Reserved Matters. Each Shareholder agrees and shall procure that no action is taken or resolution passed by the Company, and the Company shall not take any action (and shall procure that the relevant Group Company shall not take any action), in respect of any Board Reserved Matter, without at least one Super Qualifying Shareholder Director appointed by each Super Qualifying Shareholders voting in favour of the resolution (unless such Super Qualifying Shareholder Director is excluded from voting under clause 4.2 or 12.7).
Board Reserved Matters. 1. Entry into, termination or withdrawal from any joint venture, partnership, consortium, profit sharing arrangement or other similar arrangement with a third party.
2. Approval of any Business Plan or Budget, or any material amendment to any Business Plan or Budget.
3. Approve any contract, commitment or capital expenditure that exceeds £500,000 in the case of an individual item or exceeding an aggregate of £2,000,000 in any one Financial Year not set out in the Business Plan and/or Budget of the Company.
4. Any disposal or transfer of material assets of the Company outside of the ordinary course of the business of the Company.
5. Entry into or variation in any material respect of any bank or other overdraft or borrowing facility of the Group or any incurrence of other third party debt (other than trade receivables or expenses as part of ordinary course of business of the Company).
6. The grant of any Encumbrance over the assets of the Group.
7. Entry into any Shareholder Loans or other Shareholder provided debt instruments and any related guarantees.
8. Any change in the Financial Year end or (except insofar as is necessary to comply with the accounting standards) the accounting policies or practices of any Group Company.
9. The appointment or removal of auditors of the Group.
10. The appointment or removal or any Director, except for any Qualifying Shareholder Director or any Super Qualifying Shareholder Director.
11. Establish any committee of the Board, appoint or remove any Director to or from any such committee or establish terms of reference for any such committee.
12. The determination of, or amendment in respect of, the remuneration to which any Director is entitled.
13. Initiate any litigation or arbitration or settle, compromise or in any way dispose of any claim or action brought by or against it where such arbitration, litigation, claim or action involves or is likely to involve a claim where the damages are expected to be in excess of £500,000.
Board Reserved Matters. (a) Notwithstanding anything to the contrary contained in this Agreement or the Constitution, (x) the Company shall ensure that and (y) each Shareholder agrees that no resolution of the Board (or any committee of the Board) or Shareholders shall be passed, and no action taken shall have any effect, in relation to any of the matters set out in Exhibit D hereto (the “Board Reserved Matters”) without the prior approval by way of a Board resolution passed in accordance with Section 5.8 or 5.10 (and which shall include the affirmative vote of the Singtel Director for such time as Singtel is not a Non-Contributing Shareholder and the Singtel Threshold is met, and at least one Grab Director for such time as Grab is not a Non-Contributing Shareholder and the Grab Threshold is met), provided that:
(i) with respect to Board Reserved Matters in relation to the Company, the obligations of the Shareholders shall be limited to using their commercially reasonable efforts (including the exercise of their voting rights in the Company) so as to give effect to the foregoing; and
(ii) with respect to Board Reserved Matters in relation to any of the Key Subsidiaries (whether or not wholly-owned), the obligations of the Shareholders shall be limited to using their commercially reasonable efforts (including the exercise of their voting rights in the Company, to the extent applicable) so as to give effect to the foregoing.
(b) For purposes of Section 5.9(a)(ii), the use of commercially reasonable efforts shall include ensuring that the Key Subsidiaries (whether or not wholly-owned) design, implement and maintain internal control and other procedures consistent with the Safe Harbour Rules (but, for the avoidance of doubt, exclude ensuring that the Safe Harbour Rules shall be complied with, save as otherwise expressly provided in the Safe Harbour Rules).
(c) Notwithstanding any provision in this Agreement or the Constitution to the contrary, any collaborations between any member of the DB Group, on the one hand, and MUFG, MUFG Banking Group or any of their respective Affiliates, on the other hand, (i) that is outside the ordinary course of business of such member of the DB Group or (ii) that grants MUFG, MUFG Banking Group or any of their respective Affiliates, any exclusivity rights, shall require prior approval by way of a Board resolution passed in accordance with Section 5.8 or 5.10.
Board Reserved Matters. (a) 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 SHUSA Directors and a majority of the Investor Group Directors:
(i) The entry into, or amendment or termination of, any contract or other agreement in an amount exceeding $30.0 million.
(ii) The sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets of the Company or any Subsidiary of the Company with an aggregate fair market value in excess of $50.0 million (or in the case of sales of loan pools and similar portfolio assets in the ordinary course of business, $200.0 million).
(iii) The institution or settlement by the Company or any of its Subsidiaries of any litigation or arbitration with an amount in controversy in excess of $10.0 million.
(iv) The declaration or payment of dividends or other distributions in respect of the capital stock of the Company.
(v) Except as required by changes in Law or GAAP (as approved by the Company’s outside auditors), any change to the material accounting policies of the Company.
(vi) Except (A) as required by changes in Law or (B) changes which are consistent with changes to the Tax policies or positions of Affiliates of Banco Santander in the United States (which changes are not adopted by such Affiliates of Banco Santander for the purpose of adversely affecting the Company or its shareholders), any change to the material Tax policies or positions of the Company.
(vii) Any change in the compensation of members of the Board of Directors in their capacity as directors.
(viii) Any investment in, or the acquisition of, any assets or entity (other than investments in wholly-owned Subsidiaries), whether in a single transaction or a series of related transactions, or the entry into any joint ventures, partnerships or similar arrangements, in an aggregate amount in excess of $50.0 million (or in the case of acquisitions of loan pools and similar portfolio assets in the ordinary course of business, $200.0 million).
(ix) The entry by the Company or any of its Subsidiaries into any new business lines.
(x) The incurrence by the Company or any of its Subsidiaries of any indebtedness for borrowed money or the assumption of any obligations (fixed or contingent), whether in a single transaction or a series of related transactions, with a principal amount in excess ...
Board Reserved Matters. 1 Save in respect of a transfer or sale of any Interests in accordance with the terms of this Agreement, admitting a new holder of any Interests or a shareholder in any Subsidiary Undertaking (or any options or rights to acquire same).
2 Entering into or amending any agreement with either Shareholder or any of their respective Associates (except for any of: (a) the issue of Shares and CPECs to a Shareholder in respect of any Building 5 Contribution, Additional Capital Contribution, Building 5 Shortfall and/or Shortfall Amount pursuant to Clauses 9 or 10; and/or (b) any amendments to the Car Park Lease in relation to the rent payable to the Group in respect of the Twelfth Property.
3 Taking any action that would cause the dissolution of the Company or any Subsidiary Undertaking under applicable law.
4 Entering into any merger, business combination, consolidation, restructuring or similar agreement or arrangement with respect to the Company. 5 Commencing any voluntary liquidation or winding up of the Company or any Subsidiary Undertaking.
