Certain Major Decisions Sample Clauses

Certain Major Decisions. In the case of clauses 2.1, 2.5 and 2.6 ----------------------- below, during the Standstill Period, and, in each other case, prior to the earlier of the Initial Public Offering Date and the Governance Termination Date, the Company shall not, and shall not permit any of its subsidiaries to, and no officer, employee or other agent of the Company or any of its subsidiaries shall have the authority, in the name or on behalf of the Company or any of its subsidiaries, to, take any of the following actions, directly or indirectly, without the prior written consent of the New Shareholder (which consent shall be deemed given, if a majority of the New Shareholder's nominees referred to in section 1.1 consent in writing (it being understood that consent given in this manner shall not be deemed the exclusive method of giving consent)): 2.1 own, manage or operate any business not principally engaged in a segment of the pharmaceutical or health-care industry, or any business ancillary to the pharmaceutical or health-care industry; 2.2 effect an initial public offering of shares of common stock of the Company that includes a primary offering by the Company of more than 25% of the then outstanding common stock of the Company on a fully diluted basis; 2.3 incur any indebtedness to a third party for borrowed money, which, by its terms, has a maturity of more than one year ("Funded Debt"), or issue to a third party any shares of preferred stock that, by the terms of the preferred stock, is required to be redeemed prior to the issuer's liquidation ("Redeemable Preferred Stock"), if, immediately after the incurrence of that Funded Debt or the issuance of that Redeemable Preferred Stock, the ratio of the sum of all Funded Debt plus the redemption price of all Redeemable Preferred Stock of the Company and its consolidated subsidiaries to the Company's consolidated stockholders' equity (excluding any such Redeemable Preferred Stock), determined in accordance with generally accepted accounting principles consistently applied ("GAAP"), exceeds (a) 1 to 1 during the period from the date of this agreement to May 15, 1995, and (b) 1.5 to 1 thereafter; 2.4 provide compensation to the senior executive management of the Company or any of its subsidiaries in excess of levels customary in the pharmaceutical industry at the time such compensation decisions are made; 2.5 amend or restate the Company's Governing Documents in any respect, (a) as a result of which the ability to (i) elect a ma...
Sample 1Sample 2
AutoNDA by SimpleDocs
Certain Major Decisions. Notwithstanding anything in this Agreement, the Articles of Incorporation or the Bylaws, until the occurrence of a Termination Event, each of the following actions (each a “Major Decision”) on behalf of TCC or Bar X shall be required to be approved at a meeting or by written consent of a majority of the Board of TCC (the “Board Majority”); provided, that, until such time as all amounts outstanding under the promissory note (the “Europa Note”) dated February 5, 2021 issued by TCC to Europa shall have been paid in full (the “Europa Repayment Event”), whereupon Europa and Beri will no longer have any rights under Section 3.2 this Agreement, any of the Major Decision referred to in Section 3.2(a) or Section 3.2 (d) if any such amendment would disproportionately adversely affect the equity of Europa or Beri or their rights under this Agreement or the Lockup Agreement, shall also require the prior approval or consent of Europa:” d) All references to “Board Supermajority” in the Agreement shall be deleted in their entirety and replaced with “Board Majority.”
Sample 1
Certain Major Decisions. The board of directors of the Company shall act by majority vote of the directors with any interested parties in affiliated transactions being recused (that is, by a majority of the disinterested directors in accordance with Section 144 of the DGCL). Each director shall have one vote on all matters to be voted upon by the board of directors. In determining the presence of a quorum at all meetings of the board of directors, a quorum shall consist of a majority of the total number of directors. Notwithstanding the foregoing, the unanimous consent of the Elected Preferred Directors and if there are any Expansion Preferred Directors then on the Board, the consent of six-sevenths (6/7's) of the total number of the Elected Preferred Directors and Expansion Preferred Directors, if any (collectively, the "Preferred Directors"), shall be required to approve any action specified in section 7 and, in addition, any of the following (it being understood that, notwithstanding anything to the contrary in this certificate, no such action may be approved at any time there is any vacancy among the Elected Preferred Directors): (i) disposition or encumbrance of a material portion of the assets or business of the Company or any of its subsidiaries, including, for these purposes, any sale of securities of any of the Company's subsidiaries, affiliates or joint ventures (by the Company or any such entities), except as set forth in Schedule 3.2.7 to the Series B Purchase Agreement; (ii) formation of any joint venture, partnership or other business combination by the Company or any of its subsidiaries; (iii) expenditures by the Company or any subsidiary in a single transaction or a series of related transactions in excess of $500,000, or commitments to make any such expenditures; (iv) dividends or distributions, whether in cash or otherwise, in respect of the Company's common stock, or any redemption, purchase or other acquisition of any capital stock of the Company (or securities convertible into or exchangeable for such capital stock) or authorization, issuance or grant of any securities of the Company or any subsidiary, other than the put rights referred to in Schedule 3.2.7 to the Series B Purchase Agreement; (v) selection of an underwriter or placement agent of any financing involving the Company's or its subsidiaries, securities; (vi) establishment of any committees of the board of directors (other than the compensation and audit committees); (vii) any transaction with an af...
Sample 1
Certain Major Decisions. Notwithstanding anything in this Agreement, the Articles of Incorporation or the Bylaws, until the occurrence of a Termination Event, each of the following actions (each a “Major Decision”) on behalf of TCC or Bar X shall be required to be approved at a meeting or by written consent of two-thirds of the Board of TCC (the “Board Supermajority”); provided, that, until the occurrence of the Europa Repayment Event, whereupon Europa and Beri will no longer have any rights under Section 3.2 this Agreement, any of the Major Decision referred to in Section 3.2(a) or Section 3.2 (d) if any such amendment would disproportionately adversely affect the equity of Europa or Beri or their rights under this Agreement or the Lockup Agreement, shall also require the prior approval or consent of Europa:
Sample 1

Related to Certain Major Decisions

  • Major Decisions (A) Subject to Sections 7.3(C) and 7.3(D) with respect to the Company, all major decisions of the Company set forth below in clauses (A)(1) through (A)(6) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and Sub-advisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day operations of the Company, the decision-making authority for which has been delegated to the Sub-advisor pursuant to this Agreement. Major Decisions shall consist of the following: (1) Decisions to recommend to the Board of Directors that the Company acquire or sell Properties, Loans and other Permitted Investments; (2) Retention of investment banks for the Company; (3) Marketing methods for the Company’s sale of Shares; (4) Extending, initiating or terminating the Initial Public Offering or any subsequent Offering of the Shares; (5) Issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates with respect to the business or operations of the Company; provided, that the Sub-advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, however, that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; and (6) Merging or otherwise engaging in any change of control transaction for the Company. (B) Notwithstanding anything in this Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision that is described in any of clauses (A)(2) through (A)(6) above and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day period beginning with the delivery of notice of the proposed action to the other Party. (C) Notwithstanding anything in this Agreement to the contrary, with respect to Major Decisions described in clause (A)(1) above (but subject to Section 7.3(D)), (1) joint approval shall not be required, (2) the Sub-advisor and the Advisor shall discuss the proposed transaction (either in person or by phone) prior to either Party making any recommendation of the proposed transaction to the Board of Directors, and (3) the Sub-Advisor and the Advisor shall each give due consideration to the opinions of the other Party. Ordinarily, such discussions shall begin at least five business days before a recommendation is made to the Board of Directors; however, if in the sole discretion of the Sub-advisor it is in the best interest of the Company to make a recommendation to the Board of Directors more promptly, then the Sub-advisor may do so. In the event the Parties do not agree as to whether to recommend the proposed transaction to the Board of Directors, the Sub-advisor’s decision shall govern. (D) Notwithstanding the provisions of this Section 7.3 or any other provision in this Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors. (E) Notwithstanding anything in this Agreement to the contrary (but subject to Section 7.3(D)), the Sub-advisor shall have sole authority to act on behalf of the Company regarding amending the Advisory Agreement.

  • Review by the Association of Procurement Decisions The Procurement Plan shall set forth those contracts which shall be subject to the Association’s Prior Review. All other contracts shall be subject to Post Review by the Association.

  • Unanimous Consent Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) subject the Lenders to any additional obligations or increase the commitment of any Lender; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations of Borrower or Guarantor; (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

  • Investment Decisions The Subadviser shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Series, and what portion of such assets will be invested or held uninvested as cash.

  • Review by the Bank of Procurement Decisions The Procurement Plan shall set forth those contracts which shall be subject to the Bank’s Prior Review. All other contracts shall be subject to Post Review by the Bank.

  • Approval by Limited Partners (a) Except as provided in Section 14.3(d) and Section 14.3(e), the General Partner, upon its approval of the Merger Agreement or the Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of Conversion, as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent and, subject to any applicable requirements of Regulation 14A pursuant to the Exchange Act or successor provision, no other disclosure regarding the proposed merger, consolidation or conversion shall be required. (b) Except as provided in Section 14.3(d) and Section 14.3(e), the Merger Agreement or Plan of Conversion, as the case may be, shall be approved upon receiving the affirmative vote or consent of the holders of a Unit Majority unless the Merger Agreement or Plan of Conversion, as the case may be, effects an amendment to any provision of this Agreement that, if contained in an amendment to this Agreement adopted pursuant to Article XIII, would require for its approval the vote or consent of a greater percentage of the Outstanding Units or of any class of Limited Partners, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement or the Plan of Conversion, as the case may be. (c) Except as provided in Section 14.3(d) and Section 14.3(e), after such approval by vote or consent of the Limited Partners, and at any time prior to the filing of the certificate of merger or articles of conversion pursuant to Section 14.4, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or Plan of Conversion, as the case may be. (d) Notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval, to convert the Partnership or any Group Member into a new limited liability entity, to merge the Partnership or any Group Member into, or convey all of the Partnership’s assets to, another limited liability entity that shall be newly formed and shall have no assets, liabilities or operations at the time of such conversion, merger or conveyance other than those it receives from the Partnership or other Group Member if (i) the General Partner has received an Opinion of Counsel that the conversion, merger or conveyance, as the case may be, would not result in the loss of limited liability under the laws of the jurisdiction governing the other limited liability entity (if that jurisdiction is not Delaware) of any Limited Partner as compared to its limited liability under the Delaware Act or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such), (ii) the sole purpose of such conversion, merger, or conveyance is to effect a mere change in the legal form of the Partnership into another limited liability entity and (iii) the General Partner determines that the governing instruments of the new entity provide the Limited Partners and the General Partner with substantially the same rights and obligations as are herein contained. (e) Additionally, notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval, to merge or consolidate the Partnership with or into another limited liability entity if (i) the General Partner has received an Opinion of Counsel that the merger or consolidation, as the case may be, would not result in the loss of the limited liability of any Limited Partner under the laws of the jurisdiction governing the other limited liability entity (if that jurisdiction is not Delaware) as compared to its limited liability under the Delaware Act or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such), (ii) the merger or consolidation would not result in an amendment to this Agreement, other than any amendments that could be adopted pursuant to Section 13.1, (iii) the Partnership is the Surviving Business Entity in such merger or consolidation, (iv) each Unit outstanding immediately prior to the effective date of the merger or consolidation is to be an identical Unit of the Partnership after the effective date of the merger or consolidation, and (v) the number of Partnership Interests to be issued by the Partnership in such merger or consolidation does not exceed 20% of the Partnership Interests (other than Incentive Distribution Rights) Outstanding immediately prior to the effective date of such merger or consolidation. (f) Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (i) effect any amendment to this Agreement or (ii) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.3 shall be effective at the effective time or date of the merger or consolidation.

  • Matters Requiring Investor Director Approval So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any stockholder, director or officer of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof.

  • NOTIFICATION OF PUBLIC EVENTS AND MEETINGS 2 A. CONTRACTOR shall notify ADMINISTRATOR of any public event or meeting funded in 3 whole or in part by the COUNTY, except for those events or meetings that are intended solely to serve 4 clients or occur in the normal course of business. 5 B. CONTRACTOR shall notify ADMINISTRATOR at least thirty (30) business days in advance 6 of any applicable public event or meeting. The notification must include the date, time, duration, 7 location and purpose of the public event or meeting. Any promotional materials or event related flyers 8 must be approved by ADMINISTRATOR prior to distribution. 9

  • Initial Decision Maker The Architect will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document A201–2017, unless the parties appoint below another individual, not a party to this Agreement, to serve as the Initial Decision Maker.

  • Consent of Members Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!