Consent Right Sample Clauses

Consent Right. The consent of the Partners who hold the majority of the aggregate amount of a class of Preferred Interests, determined based on the Face Value thereof, voting as a separate class, shall be required for any amendment, alteration or repeal of the provisions of this Agreement (including by merger, consolidation or otherwise) that would have an adverse effect on the rights of such class or that would be materially adverse to the rights of such Partners under this Agreement.
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Consent Right. Except for the General Partner, no holder of Common Interests shall have any voting, approval or consent rights, including with respect to any merger, conversion or consolidation of the Partnership; provided, however, that (i) at all times a Partner holding Common Interests shall have the right to consent to any amendment, alteration or repeal of this Agreement that would have an adverse effect on the rights of such Partner hereunder and (ii) for so long as an USAi Put or an USAi Call has not been exercised and USAi has not exercised its rights under Section 6.03(a)(y), the consent of USAi shall be required prior to: (x) the entering into, terminating, modifying or extending of any agreement, transaction or relationship between the Partnership and any Affiliate of Vivendi that is not on an arm's-length basis, and (y) the making of distributions in respect of, redeeming, repurchasing or otherwise acquiring any Common Interests of Universal Sub or any of its Affiliates, other than pro rata distributions, redemptions, repurchases and acquisitions.
Consent RightEffective as of the Effective Date and until this Agreement is terminated in accordance with Section 4.1, the Company shall not, and shall cause its Subsidiaries not to, take any action with respect to the following matters without the affirmative prior written consent or approval of a Meituan Shareholder: (A) any action that creates, authorizes the creation of, or issues (i) any class or series of Shares that carry more than one vote per share (including Class B Ordinary Shares authorized under the Memorandum and Articles) or (ii) preferred shares having rights in relation to redemption, liquidation preference, dividend or distribution (or terms having similar economic effect, however named) that are more favorable to holder of such preferred shares than the terms applicable to the Meituan Shareholders, in each case, excluding Equity-Linked Securities (unless such Equity-Linked Securities are convertible into or enable the holders thereto to acquire or purchase Shares or preferred shares set forth in (i) and (ii) above); or (B) any action that amend the voting power attached to any Class B Ordinary Shares; and (b) amendment of any Equity Incentive Plan existing on or prior to the Effective Date by increasing the Shares reserved for issuance under such plan or extending the expiration date of such plan or adoption of any new Equity Incentive Plan by the Company or any of its Subsidiaries. For so long as the Meituan Director serves as a Director, the Meituan Director’s affirmative written consent or approval shall be considered consent or approval by all Meituan Shareholders and legally binding on all Meituan Shareholders. If no Person appointed by the Meituan Shareholders serves on the Board of the Company or if no written consent or approval is given by the Meituan Director, the affirmative written consent or approval of any Meituan Shareholder shall be sufficient evidence of consent and approval by all Meituan Shareholders and legally binding on all Meituan Shareholders.
Consent Right. 22 SECTION 6.07. Asignee of Diller Common Interests..........................23 ARTICLE VII Capital Accounts, Allocations of Profit and Loss and Tax Matters
Consent Right. 6.1 Subject to Clause 6.2, for so long as the Shareholders hold in aggregate a beneficial interest in 20 per cent. or more of the issued ordinary share capital of the Company, the Company shall not, and shall procure that no member of the Group shall, without the prior written consent of Amphitryon or JRJ (which shall be procured prior to any consideration of a matter under this Clause 6.1 by the Remuneration Committee): 6.1.1 establish any bonus scheme, profit sharing scheme, share option scheme or other incentive scheme for Directors and/or employees of the Group (including the adoption of any sub-plan or template award agreement thereunder), whether pursuant to the Omnibus Plan or otherwise (each, a “New Incentive Scheme”); or 6.1.2 amend or vary the terms of an Existing Incentive Scheme or a New Incentive Scheme once established in accordance with Clause 6.1.1 above. 6.2 Subject to compliance with Clause 6.1, the Company, Amphitryon and JRJ acknowledge and agree that the prior written consent of Amphitryon or JRJ shall not be required in respect of: 6.2.1 the granting of bonuses or other awards to Directors and/or employees of the Group under any New Incentive Scheme or any Existing Incentive Scheme in accordance with its terms; or 6.2.2 any amendment or variation of the terms of a New Incentive Scheme or an Existing Incentive Scheme that the Company (acting in good faith) considers to be: (i) immaterial or administrative in nature; or (ii) required in order to implement any current or future regulatory requirement (including a requirement of the SEC, the FCA, the PRA or otherwise).
Consent Right. If any Shareholder proposes to Transfer any Equity Securities of the Company (the “Transferring Shareholder”), it shall obtain the consent of the applicable Consent Shareholder in accordance with the following provisions: (i) if any of Sohu Search, Photon, any Member of Sogou Management or any of their Affiliates or Permitted Transferees is the Transferring Shareholder, Tencent has the right to consent to such proposed Transfer at its sole discretion (in such case, Tencent shall be the “Consent Shareholder”), and (ii) if Tencent or any of its Affiliates or Permitted Transferees is the Transferring Shareholder, Sohu Search has the right to consent to such proposed Transfer at its sole discretion (in such case, Sohu Search shall be the “Consent Shareholder”). For the avoidance of doubt, after termination of this Agreement pursuant to Section 10.1, no Shareholder shall have the consent right set forth in this Section 2.4.
Consent RightEach Group Company shall not, and the Founding Shareholders shall cause such Group Company not to, without the prior written consent of Alibaba, (i) amend or terminate any Controlling Documents or waive or enforce any rights thereunder, or (ii) enter into any joint venture, partnership, strategic alliance, strategic cooperation or similar arrangement with any Investor Competitor or any other transaction with any Investor Competitor that is not in the ordinary course of business of the Group Companies.
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Consent Right. 1.1 Defintions used in this ARTICLE 1. (a) As used in Section 1.2, "Spinoff Event" means any event that (i) results in E-Z-EM's voting rights, ownership percentage in the voting stock of the Company and/or ownership of any other class of securities in the Company, as calculated under the applicable rules and regulations under the Code, decreasing below 80% on a Fully-Diluted Basis (other than Excluded Options), or (ii) would otherwise be the primary cause of the Distribution by E-Z-EM's and any applicable E-Z-EM Entities failing to be a tax-free transaction under the Code.
Consent Right. (a) No amendment to the Memorandum of Association of the Company which would have a material adverse effect on the rights of the Investor may be made without the Investor’s consent but only for so long as the Investor holds a number of Shares equal to at least 25% of the total number of Shares held by the Investor on December 22, 2011.
Consent Right. For as long as any amount remains outstanding under the Senior Notes, the Company will not elect a new Chief Executive Officer without the Collateral Agent’s consent to the appointment of the new Chief Executive Officer, which consent shall not be unreasonably withheld.
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