CONSENSUS MATTERS Sample Clauses

CONSENSUS MATTERS. The Company shall not proceed with any of the following matters unless a director designated by each Group is among the directors approving the matter as provided in Section 6(a): (i) a Transaction Resulting in a Change of Interest or a Transfer of all or substantially all of the assets of the Company or any Subsidiary other than as contemplated in Section 6(b)(v) or 6(b)(vi), or any fundamental change in the nature of the business of such company; (ii) any transaction with any person or entity having a significant relationship with any Shareholder Party, other than on a reasonably arms' length basis; (iii) the appointment or removal of the independent auditors of the Company or any Subsidiary, which should, in any case, be an internationally recognized accounting firm; (iv) the issuing of any securities other than for fair value, or the taking of any action that creates, increases or reduces a preference for one or more, but not all, series or classes of capital stock of the Company or any Subsidiary; (v) increases or decreases in the size of the Board of Directors in a manner that affects the rights of representation set forth in this Agreement; (vi) incurring any debt, granting any guarantee, transferring assets or permitting any Encumbrance thereon, or acting as a surety or guarantor for any third party, in any such case other than for fair value received; (vii) making stock repurchases or other distributions other than on a prorata basis; (viii) taking any action that would amend, modify or restate the Articles of Incorporation or Bylaws of the Company or any Subsidiary or entering into any voting or management agreement regarding the governance of any Subsidiary other than to effect a transaction expressly provided for in Section 6(b); and (ix) the determination to cease to be a reporting company under the provisions of the United States Securities and Exchange Act of 1934, as amended.
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CONSENSUS MATTERS. 10.1. Notwithstanding anything to the contrary contained in this Agreement or any agreement, the Company, its Boards of directors or general meetings, committees shall not take any action or decision (and shall not authorize any employees and agents) in relation to any of the matters set forth hereunder (“Consensus Matters”) without the prior written approval of the Purchaser. 10.1.1. Any amendments to the Memorandum and Articles of Association of the Company; 10.1.2. Changing the scope or nature of the Company’s Business or commencing any new business; 10.1.3. Transfer by way of sale, lease or otherwise of any, businesses of the Company or of any of its investments including for the avoidance of doubt, the equity securities held by the Company in the Operating Company; 10.1.4. Undertaking any new business; 10.1.5. Any merger, demerger, consolidation, reorganisation or liquidation, or any sale, lease, exchange or other disposition of any material portion of the assets or Business of the Company (save and except merger/amalgamation of the Company into the Operating Company); 10.1.6. Enter into any material contract or arrangement outside the ordinary course of its Business or whereby any person or entity would or might receive remuneration calculated by reference to the Company’s income or profits; 10.1.7. Sale, transfer lease, license or in any way dispose of any of its assets otherwise than in the ordinary course of its business or factor or assign any of its book debts; 10.1.8. Invest the funds of the Company, other than in the Operating Company; 10.1.9. Investing moneys in the shares / securities of anybody corporate including any subsidiaries of the Company, other than in the Operating Company; 10.1.10. Filling up of a casual vacancy in the Board, relating to an Independent Director; 10.1.11. Creating any mortgage, charge, or other encumbrances with respect to the Company’s properties and assets (including investments) or provide any guarantees, other than for the benefit of the Operating Company; 10.1.12. Approving the Balance Sheet and Profit and Loss Accounts of the Company; and 10.1.13. Acquisition of assets of other businesses, creation of subsidiaries, joint ventures or partnerships. 10.1.14. Making of loans or advances by the Company to any person or remitting or extending the time of repayment of any such loans or advances. 10.1.15. Obtaining any loan or altering any material terms or conditions of any such loan. 10.1.16. Entering into an agree...
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CONSENSUS MATTERS. 13.1 The Parties shall procure that, subject to 13.2, no decision may be taken or done by or in connection with the Company or Kibali without the unanimous consent of the Parties. 13.2 If either Party’s Percentage is 45% or less: 13.2.1 any action of the Company in respect of any matter that is not a Key Decision shall be decided by majority vote of the Company Board; and 13.2.2 no Key Decision may be taken or done by or in connection with the Company or Kibali without the unanimous consent of the Parties, which consent can be provided in writing or at a meeting of the Parties. 13.3 The Parties shall procure that none of the following actions may be taken or done by or in connection with the Company or Kibali without the unanimous consent of the Parties, which consent can be provided in writing or at a meeting of the Parties (“Key Decisions”): 13.3.1 any sale or disposal or encumbrance or hypothecation in any manner whatsoever of any of the Company’s or Kibali’s assets (subject to the provisions of the Kibali JVA), otherwise than in the ordinary course of business, in excess of a transaction value of US $2 million in respect of any one transaction, and in excess of an aggregate transaction value of US$5 million in any Financial Year; 13.3.2 any alteration or variation in the statutes of the Company or Kibali; 13.3.3 any change to the share capital structure of the Company or Kibali; 13.3.4 any change in the issued share capital of the Company or Kibali (except in the circumstances provided in clauses 12.11- 12.15, in which case such consent shall be deemed to have been given); 13.3.5 the formation or acquisition of any subsidiaries of the Company or Kibali; 13.3.6 the entering into any agreement, the making of any offer or the granting of any right capable of becoming an agreement to allot or issue any shares of the Company or Kibali or the issue of any securities convertible into shares or debentures of the Company or Kibali or the issue of any warrants or options with respect to shares of the Company or Kibali; 13.3.7 the borrowing of any money (other than from the Company’s or Kibali’s bankers in the ordinary course of the Company’s or Kibali’s business, respectively) in excess of US$2 million in respect of any one borrowing, and in excess of US$5 million in the aggregate in any Financial Year; 13.3.8 the giving of any security (other than by operation of law) on the assets of the Company or Kibali, except for the purpose of securing any indebtedness in...
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CONSENSUS MATTERS. The Company shall not proceed with any of the following matters unless a director designated by each Group is among the directors approving the matter as provided in Section 6(a): (i) a Transaction Resulting in a Change of Interest or a Transfer of all or substantially all of the assets of the Company or any Subsidiary other than as contemplated in Section 6(b)(v) or 6(b)(vi), or any fundamental change in the nature of the business of such company; (ii) any transaction with any person or entity having a significant relationship with any Shareholder Party, other than on a reasonably arms' length basis;
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CONSENSUS MATTERS. 1The unanimous consent of the Shareholders shall be required for:
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CONSENSUS MATTERS. 13.1 The consent of the committed shareholders, obtained as contemplated in 14 below, shall be required or - 13.1.1 a joint venture company to change the nature of or discontinue its business; 13.1.2 a joint venture company to - 13.1.2.1 dispose of or otherwise deal in or with the whole or any part of its assets or undertaking or the shares in or claim against its subsidiaries, the value of which is material; 13.1.2.2 make any acquisition the price of which is material, provided that for purposes of this sub-clause material shall mean an amount greater than 5% (five per centum) of the consolidated shareholders’ funds of the joint venture company from time to time or R10 000 000,00 (ten million Rand), whichever amount is the lesser; 13.1.3 a joint venture company to enter into any - 13.1.3.1 merger with any other company; or
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Related to CONSENSUS MATTERS

  • FDA Matters (a) The Corporation has (i) complied in all material respects with all applicable laws, regulations and specifications with respect to the manufacture, design, sale, storing, labeling, testing, distribution, inspection, promotion and marketing of all of the Corporation’s products and product candidates and the operation of manufacturing facilities promulgated by the U.S. Food and Drug Administration (the “FDA”) or any corollary entity in any other jurisdiction and (ii) conducted, and in the case of any clinical trials conducted on its behalf, caused to be conducted, all of its clinical trials with reasonable care and in compliance in all material respects with all applicable laws and the stated protocols for such clinical trials. (b) All of the Corporation’s submissions to the FDA and any corollary entity in any other jurisdiction, whether oral, written or electronically delivered, were true, accurate and complete in all material respects as of the date made, and remain true, accurate and complete in all material respects and do not misstate any of the statements or information included therein, or omit to state a fact necessary to make the statements therein not materially misleading. (c) The Corporation has not committed any act, made any statement or failed to make any statement that would breach the FDA’s policy with respect to “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” set forth in 56 Fed. Reg. 46191 (September 10, 1991) or any similar laws, rules or regulations, whether under the jurisdiction of the FDA or a corollary entity in any other jurisdiction, and any amendments or other modifications thereto. Neither the Corporation nor, to the Corporation’s Knowledge, any officer, employee or agent of the Corporation has been convicted of any crime or engaged in any conduct that would reasonably be expected to result in (i) debarment under 21 U.S.C. Section 335a or any similar state or foreign law or regulation or (ii) exclusion under 42 U.S.C. Section 1320a 7 or any similar state or foreign law or regulation, and neither the Corporation nor, to the Corporation’s Knowledge, any such person has been so debarred or excluded. (d) The Corporation has not sold or marketed any products prior to receiving any required or necessary approvals or consents from any federal or state governmental authority, including but not limited to the FDA under the Food, Drug & Cosmetics Act of 1976, as amended, and the regulations promulgated thereunder, or any corollary entity in any jurisdiction. The Corporation has not received any notice of, nor is the Corporation aware of any, actions, citations, warning letters or Section 305 notices from the FDA or any corollary entity.

  • Labour Matters No material work stoppage, strike, lock-out, labour disruption, dispute grievance, arbitration, proceeding or other conflict with the employees of the Corporation or the Subsidiaries currently exists or, to the knowledge of the Corporation, is imminent or pending and the Corporation and the Subsidiaries are in material compliance with all provisions of all federal, national, regional, provincial and local laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours.

  • FCC Matters (a) The license attached hereto as Exhibit A is a true and correct copy of the License. There is no other condition, to the knowledge of Seller, imposed by the FCC as part of the License that is neither set forth on the face of the License as issued by the FCC, or contained in the FCC rules applicable generally to the licenses of the type, nature and class or location of the License. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted to Seller by Final Order and is in full force and effect. (b) Excluding the proceedings in WT Docket No. 03-66, there is not pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller are correct in all material respects. All amounts owed to the FCC in connection with the License have been timely paid. (e) As of the Effective Date, the facilities subject to the License for which certification or notification of completion of construction has been filed with the FCC are not operating.

  • Operational Matters 7.1 The LGB shall comply with the obligations set out in Appendix 2 which deals with the day-to-day operation of, and delegation of responsibilities to, the LGB. 7.2 The LGB will adopt and will comply with all policies of the Trustees communicated to the LGB from time to time. 7.3 Both the Trustees and all members of the LGB have a duty to act with integrity, objectivity and honesty in the best interests of the Company and the Academy and shall be open about decisions and be prepared to justify those decisions except in so far as any matter may be considered confidential. 7.4 The LGB will review its policies and practices on a regular basis, having regard to recommendations made by the Trustees from time to time, in order to ensure that the governance of the Academy is best able to adapt to the changing political and legal environment. 7.5 The LGB shall provide such data and information regarding the business of the Academy and the pupils attending the Academy as the Trustees may require from time to time. 7.6 The LGB shall submit to any inspections by the Trustees, and any inspections pursuant to section 48 of the Education Act 2005 (Statutory Inspections of Anglican and Methodist Schools). 7.7 The LGB shall work closely with and shall promptly implement any advice or recommendations made by the Trustees in the event that intervention is either threatened or is carried out by the Secretary of State and the Trustees expressly reserve the unfettered right to review or remove any power or responsibility conferred on the LGB under this Scheme in such circumstances.

  • Procedural Matters The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in such proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy following an Event of Default will not impair the right or remedy or constitute a waiver of, or acquiescence in, such Event of Default. All remedies will be cumulative to the extent permitted by law.

  • Environmental and Safety Matters (a) The Company and its Subsidiaries have at all times complied in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • Operations Matters In the conduct its business and operations, Pledgor shall, and shall cause each of the Companies to: (i) maintain books and records, separate from those of any other Person; (ii) maintain its bank accounts and all its other assets separate from those of any other Person; (iii) hold regular member, partnership or shareholder meetings, as appropriate, to conduct its business, and observe all other limited liability company, partnership or corporate formalities, as the case may be; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person; (v) prepare separate financial statements, or if part of a consolidated or combined group, then it shall be shown as a separate member of such group, including in a footnote(s) to the relevant financial statements disclosing its separate existence and identity and the existence of its own assets; (vi) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates; (vii) transact all business with Affiliates on an arm's-length basis and to enter into transactions with Affiliates on an arm's-length basis; (viii) conduct business in its own name; (ix) with regard to each Company, maintain a sufficient number of employees in light of such Company's contemplated business operations; (x) correct any misunderstanding regarding its separate identity of which Pledgor has actual knowledge; (xi) not identify itself in writing as a division of any other Person; and (xii) maintain adequate capital in light of its contemplated business operations.

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • SEC Matters (a) Buyer has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, furnished or submitted by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Buyer SEC Reports”). Each of the Buyer SEC Reports, at the time of its filing or being furnished or submitted complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) the Buyer SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

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