Consultation Right. (a) The Company hereby agrees to consult (a "Consultation") with the Representatives of the CSFB Plan Partner set forth on Exhibit B hereto with respect (x) to any issues, events or transactions pertaining to the Company which in the good faith judgment of the Board of Directors of the Company are material to the consolidated business, operations and financial condition of the Company and (y) to the preparation of the annual business plan of the Company. In connection with any Consultation, the Company will provide such Representatives with all material information regarding any action under consideration and reasonable notice so that the consultation period shall constitute sufficient time for the CSFB Plan Partner to participate meaningfully in any decision-making process regarding the action to be taken.
(b) The provision of Section 4.08(a) shall terminate upon a Qualifying Public Equity Offering.
Consultation Right. The Purchaser shall have the right to regularly consult with Seller's Board and executive and financial management with respect to Seller's Business and to make proposals with respect to such Business. The parties agree that the Board and executive and financial management are under no obligation to take any action with respect to the proposals and other advice given by the Purchaser; however, Seller agrees to direct its executive and financial management and the Board to take such proposals and advice seriously and give due consideration thereto.
Consultation Right. For so long as Xx Xxxxxx has the right to designate a member of the Board under this Agreement, in the event that three (3) or more Board members are replaced by new directors during any given twenty-four (24) month period otherwise than in the context of a Going Private Transaction (as defined below), Xx Xxxxxx shall have, in respect of one of the new directors (the New Director), the right to be consulted on, and to approve, the nomination of such New Director. At least thirty (30) days before the nomination of the New Director or the distribution of G Mining’s management information circular for the meeting of shareholders at which the New Director is to be elected, G Mining shall provide Xx Xxxxxx information regarding the backgrounds and profiles of the New Director candidates, including information relating to expertise, experience and diversity. Within ten (10) days of receipt of such information, Xx Xxxxxx shall provide its approval of at least one New Director candidate or propose an alternate candidate(s) which shall be reasonably considered by the Board, who shall be under no obligation to accept such alternate candidate for nomination. The Board shall not nominate the New Director for election until the parties have agreed on a candidate in accordance with this Section 2.5. For the purpose of this Agreement, a Going Private Transaction means any transaction (including any acquisition, merger, arrangement, amalgamation or other business combination) involving or that would involve (a) any Person beneficially or legally owning, directly or indirectly, all of the outstanding securities of G Mining or (b) the consummation of the sale or disposition by G Mining of all or substantially all of G Mining’s assets.
Consultation Right. (a) Subject to clauses (b) through (d) below, the Issuer agrees that before making a non-pro rata issue of Shares (Offer), it will notify the Subscriber of the Offer and consult with the Subscriber in good faith to provide the Subscriber a reasonable opportunity to participate in the Offer on equivalent terms to other investors (the Consultation Right).
(b) The Subscriber will have the benefit of the Consultation Right for so long as the Subscriber Holding Requirement is met.
(c) This clause does not apply to any potential Offer disclosed to the Subscriber, in writing and referencing this Agreement, prior to the date of this Agreement or to any Offer:
(i) to employees of the Issuer under any employee incentive plan approved by shareholders;
(ii) arising from the exercise, exchange or conversion of any convertible securities issued by the Issuer prior to the date of this Agreement; or
(iii) under a takeover bid or under a merger by way of a scheme of arrangement under Part 5.1 of the Corporations Act.
(d) The Issuer shall be under no obligation to comply with the Consultation Right if the Board determines, acting in good faith, after receiving written legal advice from counsel, that compliance with the Consultation Right would be determined to be unenforceable or unlawful by a court or regulatory body or prohibited by the ASX Listing Rules.
Consultation Right. The Company may consult with the Plan Investor in respect of, and the Plan Investor may provide consultation in respect of, any material and non-ordinary course of business matters pertaining to the launch of any products of the Company or any Subsidiary thereof in Europe or Latin America, provided that neither the Company nor the Plan Investor shall have any monetary obligation or liability of any kind to any person or entity in respect of any such consultation; provided further, that failure to comply with this Section 6.4 shall not be deemed a failure to satisfy the covenants in this Article VI.
Consultation Right. From and after the date hereof, (x) subject to applicable Law and to the extent practicable, the Company will consult with Good Energies prior to taking each of the following actions, and (y) each Shareholder shall vote its Shares at any Shareholders Meeting, and shall use its best efforts to take or refrain from taking, subject to applicable Law, all other actions necessary or required such that each of the following actions on the part of the Company or any Subsidiary shall not be taken unless Good Energies has consented in advance:
3.6.1 the entry into any contract, agreement, understanding, whether oral or written (a "CONTRACT") that would have a value or potential liability to the Company in excess of 5% of the Company's net assets as of the time such contract is entered into or is otherwise likely to be material to the Company;
3.6.2 the engagement of any business other than photovoltaic business or a change in the nature or scope of the business of the Company or any Subsidiary;
3.6.3 any joint ventures, strategic alliances, partnerships or similar arrangement with any third party;
3.6.4 any recapitalization, merger, asset swap, share sale or transfer of substantially all of the rights to intellectual properties or other assets, or any other extraordinary transaction;
3.6.5 any amendment to the Articles of Association or any other constitutional documents, including without limitation increase and decrease in the capitalization of the Company or any Subsidiary; and
3.6.6 entry into any agreement or understanding to do any of the foregoing.
Consultation Right. During the Alliance Period, IFT shall ------------------ timely consult with Hyatt regarding the selection, engagement, retention and proposed discharge of any member of IFT's senior management.
Consultation Right. The Company shall consult regularly with each of the Founders, Blue Chandra, GTI CAPITAL and Goldman on the status, progress and pricing of any Liquidity Event and allow such Shareholders reasonable opportunities to provide comments on the draft prospectus/documents and/or to participate in meetings with the stock exchange, the underwriter(s) or other advisers in respect of such Liquidity Event.
Consultation Right. (a) While the Investor holds Convertible Notes or Shares, subject to clauses (b) and (c) below, the Issuer agrees that before making a non-pro rata issue of Shares (Offer), it will provide the Investor with reasonable advance written notice of the Offer and consult with the Investor in good faith to provide the Investor with a reasonable opportunity to participate in the Offer on equivalent terms to other investors (the Consultation Right).
(b) This clause does not apply to any potential Offer disclosed to the Investor, in writing and referencing this Agreement, prior to the date of this Agreement or to any Offer:
(i) to employees of the Issuer under any employee incentive plan approved by shareholders;
(ii) arising from the exercise, exchange or conversion of any convertible securities issued by the Issuer prior to the date of this Agreement; or
(iii) under a takeover bid or under a merger by way of a scheme of arrangement under Part 5.1 of the Corporations Act.
(c) The Issuer shall be under no obligation to comply with the Consultation Right if the Board determines, acting in good faith, after receiving written legal advice from counsel, that compliance with the Consultation Right would be determined to be unenforceable or unlawful by a court or regulatory body or prohibited by the Listing Rules.
Consultation Right. If at any time a representative of the Principal Investor is not serving on the Company’s Board of Directors, the Principal Investor shall have the right to consult with and advise management of the Company on significant business issues, including without limitation management's proposed quarterly and annual operating plans. Upon request by the Principal Investor, management of the Company shall meet with authorized representatives of the Principal Investor, at a mutually agreeable time and place, within thirty days after the end of each calendar quarter for such consultation and advice and to review progress in achieving such plans.
