Business Plan and Annual Budget. The Company shall prepare and submit to each Qualified Subscriber and the Company’s Board of Directors (the “Board”) for their approval at least thirty (30) days prior to the beginning of the next financial year or period the annual budget (“Annual Budget”) of the Company and its subsidiaries on a consolidated basis setting out in reasonable detail the planned annual capital and operating budgets in reasonable detail, projected revenues, a projected financial statement for such fiscal year on a quarterly basis, and promptly after preparation from time to time, any revisions to the forecasts contained therein of the Company and its Subsidiaries and attaching thereto such notes as are necessary, desirable or customary, together with a business plan setting forth in reasonable detail the operating goals of the Company and its Subsidiaries for the following year (the “Business Plan”).
Business Plan and Annual Budget. (a) At the January 11, 1996 meeting of the Partnership Board, the Partners adopted by Unanimous Partner Vote (i) a business plan ("Business Plan") of the Partnership and its Subsidiaries covering the Fiscal Year ending December 31, 1996 and the succeeding Fiscal Years through the Fiscal Year ending December 31, 1999, which the Partners hereby agree is the "Initial Business Plan" for all purposes under this Agreement, and (ii) the Annual Budget for the Fiscal Year ending December 31, 1996. The Partners contemplate the Partnership's achieving a capital structure in which debt (including Partner Loans) represents an equal or greater proportion of the Partnership's total capitalization than the aggregate Original Capital Contributions and Additional Capital Contributions and, unless otherwise approved by Required Majority Vote, the first Proposed Business Plan presented to the Partnership Board for approval subsequent to the Initial Business Plan will set forth the means by which the Partnership proposes to achieve such capital structure.
(b) Nothing contained in the Initial Business Plan (or any subsequent Business Plan) shall be binding upon the Partners or the Partnership, except to the extent specifically set forth in the applicable provisions of this Agreement. Notwithstanding anything to the contrary set forth in the Initial Business Plan (or any subsequent Business Plan) or this Agreement, in the event of any conflict or inconsistency between the Initial Business Plan (or any subsequent Business Plan) and this Agreement, such conflict or inconsistency shall be resolved in favor of the applicable terms and provisions of this Agreement to the extent required to give full effect to such applicable terms and provisions. For example, by voting to approve the Initial Business Plan (or any subsequent Business Plan), a Partner will not have thereby agreed that any assumption or set of assumptions contained in the Initial Business Plan (or any subsequent Business Plan) (i) is the basis for any agreement by or among the Partners and/or the Partnership (or any of their respective Affiliates), (ii) cannot be changed (to the extent any such change would not thereby become inconsistent with the applicable terms and provisions of this Agreement), or (iii) is binding with respect to any transaction or other course of dealing or otherwise between the Partnership and such Partner or between or among any of the Partners other than as specifically set forth in this Agreeme...
Business Plan and Annual Budget. (a) The New Noble Board shall adopt the initial Business Plan prepared by the CEO, and reviewed by the AHG, with effect from the Restructuring Effective Date;
(b) the Business Plan shall set out all revenue streams including: core trading business, trading profits from value added services, other group non- operating assets and investments, geographic arbitrage and blending, revenue streams arising out of service agreements or arrangements, and any other expected income;
(c) in relation to the Group’s core operations, the New Noble Board shall be provided summary schedules detailing key contracts that underpin projections;
(d) further, the Business Plan shall include a detailed personnel worksheet which includes a split of key senior management professionals including detailing annual salary and other compensation. For employees who hold direct P&L responsibility, the budget will include any attribution of trading/financing costs which are used to set compensation;
(e) the Business Plan shall also include a detailed split between Trading Co and Asset Co financials and cash flows with clear reporting of each business. Cash flow projections for Asset Co are to be provided per asset;
(f) the New Noble Board shall be provided supporting schedules for all assets on Trading Co’s balance sheet;
Business Plan and Annual Budget. The Parties agree to work together in good faith (taking into account any recommendations of the Joint Task Force) to agree on the form and contents of a business plan and annual budget in respect of the Group to be adopted on the Completion Date.
Business Plan and Annual Budget. The Company’s business or strategic plan (hereinafter, the “Business Plan”) and the Company’s annual budget (hereinafter, the “Annual Budget”) shall be overseen and presented only by the CEO assisted by the Company’s management, and submitted for approval by the Board of Directors. The Annual Budget shall be submitted for consideration by the Board of Directors at least two (two) months in advance of the end of the current fiscal year. The Business Plan shall have a duration greater than one year. The minimum content of the Business Plan shall be: (i) the expenses and investments to be made during the next four (4) years; (ii) the estimated revenue during the next four (4) years; and (iii) the debt level forecast during the next four (4) years. The Annual Budget shall include all of the immediately prior fiscal year, and its minimum content shall be: (i) the expenses and investments to be made during the year; (ii) the estimated income during the year; (iii) the debt level forecast during the year. Shareholders’ Agreement The Parties agree that the Business Plan and the Annual Budget shall, in all cases, be compatible with (i) compliance with the Company’s concession agreements; (ii) the efficient use of the resources of the Company itself; (ii) the reorganization of its assets increasing the value of the Company; (iv) the characterization of the Company shares in the markets as particularly attractive because of their payout; and (v) the investment levels and the performance of projects need to create the Company’s value. The CEO shall be solely responsible for presenting the Business Plan and the Annual Budget for approval thereof by the Board of Directors. Once the draft Business Plan and/or Annual Budget re presented by the CEO, the Board of Directors may only: (i) approve the Business Plan and/or Annual Budget as they are proposed by the CEO; or (ii) reject the proposed Business Plan and/or Annual Budget entirely. In no case may the Board of Directors modify, add to, amend or supplement or partially approve the CEO’s proposed Business Plan and/or Annual Budget. In case of non-approval by the Board of Directors of the Business Plan and/or the Annual Budget, the Board of Directors shall limit itself to returning the proposal to the CEO for him to prepare and present a new proposed Business Plan and/or Annual Budget to it. This new proposal shall be presented within one month from the end of the current fiscal year. Prior to his new presentation, the CEO...
Business Plan and Annual Budget. As long as an Investor holds at least $2.0 million of Notes it purchased under the Notes Purchase Agreement, or at least 3% of the Company’s issued and outstanding common stock (in either case, the “Minimum Holding”), to the extent not otherwise made publicly available and to the extent permitted by applicable laws and regulations, the Company shall prepare and submit to such Investor and all other such Investors for their approval (determined by the vote of the majority in aggregate principal amount of Notes held by such Investors, with any Conversion Shares held by such Investors valued as Convertible Notes at the initial Conversion Price in the Convertible Note Indenture, which vote is referred to herein as “Investor Approval”) at least thirty (30) days prior to the beginning of the next financial year or period the annual budget (“Annual Budget”) of the Company and its Subsidiaries on a consolidated basis setting out in reasonable detail the planned annual capital and operating budgets in reasonable detail, projected revenues, a projected financial statement for such fiscal year on a quarterly basis, and promptly after preparation from time to time, any revisions to the forecasts contained therein of the Company and its Subsidiaries and attaching thereto such notes as are necessary, desirable or customary, together with a business plan setting forth in reasonable detail the operating goals of the Company and its Subsidiaries for the following year (the “Business Plan”). The Investors acknowledge that the Company could be irreparably damaged if material non-public information concerning the business and affairs of the Company were disclosed to or utilized on behalf of any person. Each of the Investors severally and not jointly covenants and agrees to and with the Company that it will not use material non-public information regarding the Company in violation of applicable securities laws, including without limitation Rule 10b-5 under the Securities Exchange Act of 1934.
Business Plan and Annual Budget. 7.1 The current Business Plan and Annual Budget applicable to the Group is the Financial Model.
7.2 The Target shall prepare a draft Annual Budget for each Financial Year and submit the same to the Target Board for approval pursuant to Schedule 6 at least 30 Business Days before the commencement of the Financial Year to which such Annual Budget relates. The Target shall make any changes to such draft Annual Budget as may be requested by the Target Board prior to its approval.
7.3 The Target shall prepare a draft Business Plan and submit the same to the Target Board for approval pursuant to Schedule 6 at least 30 Business Days before the expiry of the then current Business Plan. The Target shall make any changes to such draft Business Plan as may be requested by the Target Board prior to its approval.
7.4 Until a new Business Plan or Annual Budget is approved by the Target Board in accordance with the provisions of this Agreement, the then current Business Plan or Annual Budget (as applicable) shall continue to apply (as adjusted to take into account any increase in the Consumer Price Index or equivalent generally accepted customary inflation indexation metric in the relevant jurisdiction).
Business Plan and Annual Budget. (a) The Parties have agreed on an initial business plan for the Company and the Business which is attached to this Agreement as Exhibit B (the “Initial Business Plan”). The Initial Business Plan, and any subsequent or amended business plan for the Company as approved by the Shareholders and adopted by the Board (in each case in accordance with this Agreement), shall be referred to as the “Business Plan”.
(b) Each Business Plan shall be prepared at a summary level and include, with respect to any given Fiscal Year, a budget specifying in reasonable detail the Company’s anticipated sources and uses of funds for such Fiscal Year and the subsequent Fiscal Year (including a comparison of the budget for the antecedent Fiscal Year against the actual sources and uses of the funds for such Fiscal Year), the Company’s planned operating expenses, planned capital expenditures and Debt Financing for such Fiscal Year and the subsequent Fiscal Year for the Company and its Subsidiaries, and the minimum Capital Contributions for each fiscal quarter occurring during such Fiscal Year (each such budget, an “Annual Budget”). The objective of the Business Plan and Annual Budget is to provide the Board and each Qualifying Shareholder an overview of the Company’s expectations regarding its financial performance.
(c) The Business Plan and the Annual Budget shall be prepared annually by the CEO and the other senior executives of the Company. Such persons shall together, no later than the last Business Day of the second month of the fourth quarter of each Fiscal Year following the Company’s first Fiscal Year, submit and present to the Board a draft Business Plan and Annual Budget for the following Fiscal Year. Subject to Section 3.5(a), the Board will vote upon such draft Business Plan and Annual Budget (with or without amendments) prior to the commencement of the relevant Fiscal Year. In order to approve the Business Plan and Annual Budget, such approval shall require, for as long as Sanmina is a Qualifying Shareholder, the unanimous approval of the Directors then in office. Subject to Article VIII, for as long as Sanmina is a Qualifying Shareholder, the Reliance Directors shall not have the right to withhold consent to the adoption of any Business Plan or Annual Budget relating to any Fiscal Year starting after the Closing in the event that such Business Plan or Annual Budget does not materially differ from the Business Plan or Annual Budget then in effect with respect to the imme...
Business Plan and Annual Budget. The Board shall, not less than sixty (60) days before the end of each Fiscal Year, adopt (a) a business plan for the next Fiscal Year (the “Business Plan”); (b) an annual operating and capital budget for the next Fiscal Year (the “Annual Budget”) which shall include projected profit and loss statement, balance sheet, statement of cash flow and capital expenditures and a schedule of projected capital and other payments required to be made by each Member for that Fiscal Year; and (c) a projected
Business Plan and Annual Budget. The Parties have agreed to an Annual Budget for the first year of operations attached hereto as Exhibit B and an initial Business Plan attached hereto as Exhibit C. Thereafter, the Company shall prepare and the Board shall approve, subject to the Napster Director Approval Rights, a new Business Plan (relating to the next five (5) fiscal years) and new Annual Budget (relating to the next fiscal year) no later than sixty (60) Calendar Days prior to the commencement of the next fiscal year. Prior to making any material modifications to the Business Plan or Annual Budget and prior to adopting any new Business Plan or new Annual Budget, such modifications, new Business Plan or Annual Budget shall be reviewed by the Board. Except for the Napster Director Approval Rights, no other shareholder or other approval shall be required to adopt any such modifications, new Business Plan or Annual Budget.
