Consent Required for Certain Actions Clause Samples
The 'Consent Required for Certain Actions' clause establishes that specific actions or decisions cannot be taken without obtaining prior approval from a designated party, such as a board, shareholder, or contractual counterparty. In practice, this might apply to major business decisions like mergers, acquisitions, incurring significant debt, or amending key terms of an agreement, requiring the explicit consent of the relevant stakeholders before proceeding. This clause serves to protect the interests of those parties by ensuring they have a say in significant matters, thereby preventing unilateral decisions that could adversely affect them.
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Consent Required for Certain Actions. Without the prior written consent of the Investor for so long as it has not lost its PSP Veto Rights pursuant to Section 5 hereof, the Managing Member shall -2- not (i) vote to approve or (ii) take any of the following actions, except as expressly required by the Energy Hedge Agreement: (a) any amendment of the certificate of formation or operating agreement of the Company (or any of its Subsidiaries), other than (i) amendments required by the Operating Agreement, (ii) amendments that are required by Law or are of a clerical or “housekeeping” nature, or (iii) amendments to give effect to the provisions of the Bipartisan Budget Act and any Treasury Regulations or other administrative pronouncements promulgated thereunder (including adoption of the “push out” election provided for by Section 6226(a) of the Code); (b)
(i) the incorporation or acquisition of a Subsidiary of the Company or the Project Company or the disposition of any shares of a Subsidiary of the Company, (ii) the Company, the Project Company or a Subsidiary thereof entering into any partnership, joint venture or similar arrangement with any other Person, or (iii) the purchase of any business by the Company (or any of its Subsidiaries) or the acquisition by stock or purchase by the Company (or any of its Subsidiaries) of all or substantially all of the assets of any other Person; (c) the sale (or entry into of binding agreements to that effect), lease, exchange or other disposition of (i) all or substantially all of the assets of the Company (or any of its Subsidiaries) or (ii) assets of the Company (or any of its Subsidiaries) that would result in a material adverse effect on the power generation of the Wind Farm, or in the case of each of clauses (i) and (ii) immediately above, the granting of an option or right to such effect; (d) initiating or otherwise participating in voluntary winding-up or bankruptcy proceedings of the Company (or any of its Subsidiaries); (e) any merger, amalgamation or consolidation or the entering into of any agreement, arrangement or understanding to merge, amalgamate or consolidate, the Company (or any of its Subsidiaries) with any Person; (f) any change to the equity capital structure of the Company or any of its Subsidiaries (whether by subdivision, consolidation or reclassification), the issuance or allotment of any equity or the granting of any right, option or privilege to acquire any equity or the redemption or repurchase by the Company of any equity, other ...
Consent Required for Certain Actions. Notwithstanding the fact that this Credit Agreement may otherwise provide that the Administrative Agent may act at its discretion, the Administrative Agent may not take any of the following actions (nor may the Syndication Parties take the action described in Subsection 15.10.1(a)) with respect to, or under, the Loan Documents without the prior written consent, given after notification by the Administrative Agent of its intention to take any such action (or notification by such Syndication Parties as are proposing the action described in Subsection 15.10.1(a) of their intention to do so), of:
Consent Required for Certain Actions. Without at least thirty (30) days prior written Notice to Landlord in the case of subsections (1), (2), (5), and (6) below, and without at least fifteen (15) days prior written Notice in the case of subsections (3) and (4) below, Tenant shall not take any of the following actions:
(1) terminate the Management Agreement prior to the expiration of the term thereof;
(2) amend, modify or assign its interest in (except in connection with an assignment permitted pursuant to Section 16.1 hereof) the Management Agreement;
(3) waive (or fail to enforce) any right of "Owner" under the Management Agreement;
(4) waive any breach or default by Manager under the Management Agreement (or fail to enforce any right of "Owner" in connection therewith);
(5) agree to any change in Manager or consent to any assignment by Manager; or
(6) take any other action which reasonably could be expected to materially adversely affect Landlord's rights or obligations under the Management Agreement for periods following termination of this Lease (whether upon the expiration of its term or upon earlier termination as provided for herein). Notwithstanding the foregoing, Tenant shall not take any of the actions listed in clauses (1) through (6) above without Landlord's prior written consent if such action:
(A) would materially impair the ability of Tenant to perform Tenant's obligations under this Lease (including, without limitation, make all payments of Rent as and when due under this Lease) (determined taking into account the guarantee attached hereto as Exhibit F (the "GUARANTEE") of CCC and OpCo (together, the "GUARANTORS") of Tenant's payment and performance of all of its obligations under this Lease);
(B) would cause Tenant not to comply with the obligations of Tenant set forth in Section 4.1;
(C) would materially adversely affect the economic value of the Leased Property to Landlord following the termination of this Lease (whether upon the expiration of the Term or upon earlier termination as provided for herein); or
(D) would materially increase the legal exposure of Landlord to Manager under the Management Agreement during the Term, either by reason of Landlord's continuing liability to Manager pursuant to the Consent and Assignment (determined taking into account the Guarantee), or with respect to the Retained Obligations or the Continuing Obligations.
Consent Required for Certain Actions. 46 16.10.1 Unanimous ............................................... 46
Consent Required for Certain Actions. Agent may not take any of the following actions (nor may the Syndication Parties take the action described in Subsection 11.9.1
Consent Required for Certain Actions. The unanimous written ------------------------------------ consent of all Shareholders shall be required for any of the following actions of the Corporation:
1. Any addition to or modification of the articles of association;
2. The amount of compensation of statutory auditors;
3. Approval of any annual budgets, financial statement, or business plan for each fiscal year;
4. Acquisition, transfer (including the granting or imposition of liens thereon or the license or sub-license thereof), or disposition of any patents, design patents, trademarks, copyrights, or any other intellectual property, including any license of any of the foregoing;
Consent Required for Certain Actions. Except as provided in Section 15.4 hereof, Agent may not take any of the following actions (nor may the Syndication Parties take the action described in Subsection 16.10.1(c)) with respect to, or under, the Loan Documents without the prior written consent, given after notification by Agent of its intention to take any such action (or notification by such Syndication Parties as are proposing the action described in Subsection 16.10.1(c) of their intention to do so), of Syndication Parties holding in the aggregate, at the time of such notification:
Consent Required for Certain Actions. Except as provided in Section 15.4 hereof, and notwithstanding the fact that this Credit Agreement may otherwise provide that Agent may act at its discretion, Agent may not take any of the following actions (nor may the Syndication Parties take the action described in Subsection 16.9.1(c)) with respect to, or under, the Loan Documents without the prior written consent, given after notification by Agent of its intention to take any such action (or notification by such Syndication Parties as are proposing the action described in Subsection 16.9.1
Consent Required for Certain Actions. Notwithstanding the fact that this Credit13.10 Agreement may otherwise provide that the Administrative Agent may act at its discretion, the Administrative Agent may not take any of the following actions (nor may the Syndication Parties take the action described in Subsection 13.10.1(a)) with respect to, or under, the Loan Documents without the prior written consent, given after notification by the Administrative Agent of its intention to take any such action (or notification by such Syndication Parties as are proposing the action described in Subsection 13.10.1
(a) of their intention to do so), of: Unanimous. Each of the Syndication Parties and Voting Participants13.
Consent Required for Certain Actions. (a) Notwithstanding anything to the contrary set forth in this Agreement or in the charter or by-laws of the Corporation or any Subsidiary of the Corporation, the following actions of the Corporation or of any Subsidiary of the Corporation shall not be undertaken, and if undertaken shall be void and without effect, without the approval of the directors of the Corporation as provided in subsection (b) below.
(i) the sale of the Corporation pursuant to or in connection with a merger, consolidation or recapitalization (including, without limitation, any merger, consolidation or recapitalization in which the holders of Stock immediately before such merger, consolidation or recapitalization do not own at least 50% of the outstanding voting stock of the surviving corporation);
(ii) the issuance or sale by the Corporation of shares of its capital stock (or rights, options, warrants or other securities convertible into or exchangeable for its capital stock) in one or a series of related transactions to one or more Persons, if immediately following such issuance or sale such Persons or any Group (as that term is used in Rule 13d-5 under the Exchange Act of 1934) of which such Persons are a member would own shares of capital stock (when added to any shares of capital stock which such Persons or Group have the right to acquire upon the exercise, conversion or exchange of any rights, options, warrants or other securities owned by them) representing more than 50% of the voting stock of the Corporation (or the surviving corporation) then outstanding;
(iii) the voluntary or involuntary sale, assignment, transfer, other disposition or issuance by the Corporation and/or any Subsidiary of the Corporation (including, without limitation, Maska or Sport Maska) of any capital stock (or rights, options, warrants or other securities convertible into or exchangeable for capital stock) of Maska or Sport Maska, if immediately following any such sale, assignment, transfer, disposition or issuance the Corporation and its wholly-owned Subsidiaries, collectively, own less than 50.1% of the outstanding equity or voting stock (treating as outstanding for this purpose any shares of capital stock issuable upon the exercise, conversion or exchange of any rights, options, warrants or other securities owned by any Person other than the Corporation or a Subsidiary of the Corporation) of Maska or Sport Maska;
(iv) the voluntary or involuntary sale, lease, assignment, transfer or other dispositio...