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.
Business Plan and Annual Budget. (a) Managing Member shall prepare and submit (or cause to be prepared and submitted) to the Preferred Member, not later than October 31 of each calendar year, for its review and approval (such approval not to be unreasonably withheld, delayed or conditioned), a proposed Business Plan (including a proposed Annual Budget) for the Property for the following calendar year. The Preferred Member shall have ten (10) days after receipt of any such Business Plan to approve or disapprove of it in writing. Each request for an approval to the Business Plan (or for any variance from the Annual Budget, as described in Section 4.3(b) below) shall be submitted with a written notice that requests such approval and states clearly (in bold face, 14-point type or larger): “THIS IS A REQUEST FOR APPROVAL OF AN ANNUAL BUDGET AND BUSINESS PLAN AND APPROVAL WILL BE DEEMED GIVEN IF PREFERRED MEMBER DOES NOT RESPOND WITHIN TEN (10) DAYS”. If the Preferred Member does not indicate either approval or disapproval of such Annual Budget and Business Plan (with reasonable detail setting forth the basis for such disapproval, in the case of any disapproval) within ten (10) days after receipt of such Annual Budget, and provided that the request for such approval shall have been in the format described in the immediately preceding sentence, then the approval of the Preferred Member shall be conclusively presumed; provided that from and after the Outside Redemption Date, failure to respond shall be deemed a disapproval by Preferred Member. If the Preferred Member disapproves of such Annual Budget, the terms of the preceding year’s Annual Budget (adjusted (i) to reflect actual (rather than budgeted) expenses for such prior year and actual increases in Uncontrollable Expenses, and (ii) to exclude any extraordinary one-time items) shall continue to govern until a new Annual Budget is approved (or deemed approved), and shall be sent to the holders of the Senior Facilities for approval.
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;
Business Plan and Annual Budget. 6.33 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. On or before November 30 of ------------------------------- each year, the managers of HoldCo shall, in consultation with BAM, develop a business plan and budget for HoldCo (including HoldCo Sub and OpCo) ("Business -------- Plan") for the following calendar year of HoldCo (and HoldCo Sub and OpCo). The ---- Business Plan for the period between the Closing Date and December 31, 1999 is attached hereto as 1 EXHIBIT 8.2.12. Each subsequent Business Plan shall be submitted to the members for review and, subject to the second following sentence, comment and shall be adopted only with the mutual consent of BAM and Bidder Member. HoldCo shall use commercially reasonable efforts to, and cause each of HoldCo Sub and OpCo to, conduct their respective businesses in accordance with the then current Business Plan. If by the first date of any year the proposed Business Plan for that year has not been adopted, the Business Plan for such year shall be deemed to be the expense portion of the Business Plan in effect for the preceding year increased, at the discretion of Bidder Member, to an amount not to exceed the sum of:
Business Plan and Annual Budget. 7.1 The current Business Plan and Annual Budget applicable to the Group is the Financial Model.
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.
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. 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
