Certain Decisions. (a) Unless otherwise expressly provided in this Agreement or any other agreement contemplated herein, (i) whenever a conflict of interest exists or arises between the General Partner, any of its Affiliates or a member of the Board of Directors, on the one hand, and the Partnership or any Limited Partner, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the General Partner or the Board of Directors shall act in a manner which is, or provide terms which are, fair and/or reasonable to the Partnership or any Limited Partner, the General Partner or the Board of Directors, as the case may be, shall resolve such conflict of interest, take such action or provide such terms, considering, in each case, the relative interest of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles, the resolution, action or terms so made, taken or provided by the General Partner or the Board of Directors shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or under the Delaware Act or any other applicable law, rule or regulation.
(b) Whenever in this Agreement or any other agreement contemplated herein, the General Partner, any of its Affiliates or the Board of Directors is permitted or required to make a decision with “good faith” or under another express standard, the General Partner, any such Affiliate or the Board of Directors shall act under such express standard and shall not be subject Table of Contents to any other or different standards imposed by this Agreement or any other agreement contemplated herein or under the Delaware Act or any other applicable law, rule or regulation.
Certain Decisions. (a) Unless otherwise expressly provided in this Agreement (i) whenever a conflict of interest exists or arises between the General Partner, on the one hand, and the Partnership or the Limited Partners, on the other hand, or (ii) whenever this Agreement provides that the General Partner shall act in a manner which is fair and reasonable to the Partnership or the Limited Partners, the General Partner shall resolve such conflict of interest or take such action considering, in each case, the relative interests of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles, and in the absence of bad faith by the General
(b) Whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its "sole discretion" or under a grant of similar authority or latitude, the General Partner shall be entitled to consider only such interests and factors as it desires or (ii) in "good faith" or under another express standard, the General Partner shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or under the Act or any other applicable law, rule or regulation.
(c) No transaction between the General Partner, on the one hand, and the Partnership or the Limited Partners, on the other hand, or any actions taken by the General Partner with respect to the Partnership, will be void or voidable solely for this reason and/or under the Act or any other applicable law, rule or regulation, and no person having an interest in any such transaction shall have any liability to the Partnership or any Partner solely by virtue of such relationship or conflict, if the material facts as to the relationship and transaction are disclosed or are known to the Limited Partners and the transaction is approved by a Super Majority Interest of the Limited Partners; provided, however, that this Section 5.11(c) shall not create any duty or obligation upon the General Partner to seek or obtain any such approval in the event of compliance with the provisions contained in Section 5.4 hereof.
Certain Decisions. 7 ss. 4.1 Series A Preferred Stock Directors Approval..................7 ss. 4.2 Certain Actions..............................................8 ARTICLE V MISCELLANEOUS.....................................................8
Certain Decisions ss. 4.1 Series A Preferred Stock Directors Approval. The following acts, expenditures, decisions and obligations made or incurred by the Company shall require the prior written approval of (x) the DB Capital Directors and (y) the Sandler Directors:
(i) the hiring or termination of any senior officers of the Company or any Subsidiary including, without limitation, with respect to the Company and Infocrossing, Inc., the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President or any officer reporting directly to the President, or Chief Executive Officer and, with respect to any other Subsidiary, the Chief Executive Officer, Chief Operating Officer or President;
(ii) approval of the Company's annual business plan, operating budget and capital budget;
(iii) any capital expenditure or series of related capital expenditures by the Company or any Subsidiary to the extent (x) not otherwise included in the approved annual capital budget or (y) such expenditure or series of expenditures would cause, together with all other capital expenditures to such time, the Company's capital budget to be exceeded by $250,000 in the aggregate;
(iv) in a single transaction or series of related transactions, the consolidation or merger with or into, or sale, assignment, transfer, lease, conveyance or disposal of all or substantially all of the Company's assets to, any Person; the agreement to any plan of recapitalization; consent to, approval or recommendation of any tender offer for any class or series of the Company's Capital Stock or consent to, approval or recommendation of any Change of Control of, or action which is expected to result in a Change of Control of, the Company; or adoption of a plan of liquidation or the making of any payments in liquidation or with respect to the winding up of the Company;
(v) the authorization or creation of, modification of the terms of or, increase in the authorized amount of any class or series of equity securities of the Company or the issuance or sale of any equity securities or any equity securities which are convertible or exchangeable into or exercisable for any equity securities of the Company, other than (i) compensatory or incentive stock options (or any shares of Common Stock issued upon the exercise thereof) issued pursuant to employee stock option plans of the Company which have been approved by the Board of Directors of the Company, (B) issuances of Common Stock to employees, officers, directors and co...
Certain Decisions. Notwithstanding anything to the contrary set forth in this Agreement, the General Partner may cause the Partnership to take the following actions only with the prior written consent of Partners (which, for avoidance of doubt, may include the General Partner) holding at least two thirds (2/3) of the total Subscriptions:
(a) Sell, convey, exchange or otherwise transfer any of the Real Estate Assets (or cause any of the Subsidiaries to do the same).
(b) Other than the Initial Financing cause the Subsidiaries to encumber their respective Real Estate Assets with mortgage financing.
Certain Decisions. If the Executives are unable to reach agreement on a disputed matter referred to them pursuant to Section 2.4(a) within ten (10) Business Days after such referral, then, unless (i) this Agreement or any Ancillary Agreement expressly provides for the mutual agreement of the Parties or the Alliance Managers, (ii) this Agreement or any Ancillary Agreement expressly requires a Party’s or its Alliance Manager’s consent or (iii) the dispute is an Arbitration Matter, then (A) Gilead shall have final decision-making authority with [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. §§ 200.80 (b)(4) AND 230.406 respect to matters relating to formulation and Manufacturing process development for, and preparation of the CMC Data relating to, the Combination Product and pre-clinical and clinical development of the Combination Product and (B) subject to the TMC278 Supply Agreement, Tibotec shall have final decision-making authority with respect to matters related to the Manufacture of TMC278, including the specifications therefor. Except as set forth in the foregoing sentence, each Party shall have the right to control its own activities hereunder and under the Ancillary Agreements, subject to the terms of this Agreement and the Ancillary Agreements. For clarity, subject to Section 14, each Party shall have final decision-making authority with respect to the prosecution, maintenance, enforcement and defense of its intellectual property.
Certain Decisions. Approve any decision or take any action other than in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company; or
Certain Decisions. Notwithstanding anything to the contrary contained herein, the following actions shall not be taken by the LLC or any of its Subsidiaries without the written approval and consent by holders of at least a majority of the Class B Units:
(a) the issuance or creation of any class or series of Units with rights upon liquidation or otherwise superior or pari passu to the Class B Units or modification to the preferences and rights of existing equity securities;
(b) any change to the authorized number of Units;
(c) any issuances of New Securities or Other Securities;
(d) any amendment to this Agreement;
(e) any action contemplated by Section 8.1;
(f) the conversion of the LLC into a corporation; and
(g) any transaction, contract or business arrangement with any Member or Affiliate thereof, other than the License Agreement (but including any amendment to the License Agreement).
Certain Decisions. (a) With respect to all Development Candidates and, if applicable, their corresponding Licensed Products and Diagnostic Products, on a Development Candidate-by-Development Candidate basis, upon Nomination of such Development Candidate, CELGENE and SUTRO shall have certain final decision-making authority with respect to the JSC pursuant to and in accordance with Section 5.2.6.
Certain Decisions. Where this Agreement, the Note, the other Loan ----------------- Documents or related materials provide that any matter, document, instrument, item or thing is subject to the discretion, consent, satisfaction, approval or determination of Bank, then, unless expressly otherwise provided, such discretion, consent, satisfaction, approval or determination may be exercised, made or withheld by Bank in the exercise of its sole and absolute discretion and shall not be subject to review under any standard other than Bank's subjective good faith in conformity with its customary standards and practices.
