Extraordinary Matters. Novartis may vote or execute a written consent with respect to, any or all of the voting securities of Akcea as to which they are entitled to vote or execute a written consent, as it may determine in its sole discretion, with respect to the following matters, if presented to Akcea’s stockholders for approval (each such matter being an “Extraordinary Matter”):
(i) any transaction which would result in a Change of Control of Akcea;
(ii) any issuance of Common Stock that represents more than 20% of the then outstanding Akcea Common Stock;
(iii) the entry into any licensing, partnering, partnership, collaboration, research and development, joint venture or other commercial agreement;
(iv) the payment of any dividends to any class of stockholders of Akcea; and
(v) any liquidation or dissolution of Akcea.
Extraordinary Matters. The Company shall not proceed with any of the following matters unless a director designated by each of the number of Groups indicated following the description of the matter are among the directors approving the matter:
(i) the selection of the persons to fill the positions of chief executive officer, chief technical officer, chief operating officer and chief financial officer of the Company or any Subsidiary, and the continuation of any of such person in his or her position after any Shareholder Party has expressed reservations, set out in writing and with reasonable substantiating information supporting its position, to the effect that the person has failed to carry out the duties of the position in a competent manner, three Groups;
(ii) the adoption of an annual budget for the operation of the Company and its Subsidiaries (the Parties confirming their agreement to the adoption of the Budget attached to the Participation Agreement as the budget for the 12 month period following the date hereof and confirming also that (1) while the Budget assumes greenfield development of expansion opportunities, if any such opportunities can more efficiently be carried out by acquisition, they are agreeable to an acquisition structure and that
Extraordinary Matters. Notwithstanding any provision to the contrary in the Second Amended Certificate of Incorporation, the Bylaws or this Agreement, so long as at least 2,500,000 Class B Preferred Shares are issued and outstanding, which Shares shall include Shares that would be issued upon exercise of the Exchange Options or so long as at least 1,500,000 Class C Preferred Shares are issued and outstanding, the following matters shall require the written approval of a Majority in Interest, in addition to any requirements required by law and/or this Agreement:
(a) the taking or institution of any proceedings for the liquidation, winding up, reorganization or dissolution of the Company or any of its Affiliates;
(b) the amalgamation, consolidation, merger of, or the entering into of any agreement to amalgamate, consolidate or merge, the Company with any corporation, partnership, joint venture or firm, or the continuance or corporate reorganization of the Company of any kind or the purchase of any securities of any Person;
(c) the sale, lease, exchange or other disposition of all or substantially all of the assets of the Company or of any of its Affiliates or any sale, lease, exchange, or other disposition of any such assets out of the ordinary course of business;
(d) the sale of any shares held by the Company in any of its Subsidiaries;
(e) the purchase or redemption by the Company of any Shares other than as expressly provided in this Agreement;
(f) the declaration, payment or setting aside for payment of any dividend, the distribution of any surplus or earnings, the return of any capital, the repayment or retirement of any indebtedness of the Company to any Stockholder, or any other payment or distribution of assets of the Company to any Stockholder;
(g) the amendment of the Second Amended Certificate of Incorporation (other than as contemplated by Section 3.2 hereof);
(h) the guarantee or indemnification by the Company of, or the grant of security by the Company for, the debts or obligations of any corporation, partnership, joint venture, firm or person;
(i) the making of any loans with, the granting of any other financial assistance to or the entering into of any agreements with any Stockholder or Associate of such Stockholder;
(j) any material change in the Company's Business or the taking of any action which may lead to or result in such material change;
(k) the incorporation or acquisition of any corporation or other entity that would be an Affiliate of the Company or the ...
Extraordinary Matters. Biogen may vote or execute a written consent with respect to, any or all of the voting securities of Ionis as to which they are entitled to vote or execute a written consent, as it may determine in its sole discretion, with respect to the following matters, if presented to Ionis’s stockholders for approval (each such matter being an “Extraordinary Matter”): (i) any transaction which would result in a Change of Control of Ionis; (ii) any issuance of Common Stock that represents more than 20% of the then outstanding Ionis Common Stock; (iii) the entry into any licensing, partnering, partnership, collaboration, research and development, joint venture or other commercial agreement; (iv) the payment of any dividends to any class of stockholders of Ionis; and (v) any liquidation or dissolution of Ionis.
Extraordinary Matters. Notwithstanding any provision to the contrary in the Articles, the By-Laws or this Agreement, the following matters shall (in addition to all other matters which by law require board approval) require the approval of all of the Directors nominated by PTIC participating at the meeting and all of the Directors nominated by FMRC participating at the meeting:
6.6.1 the appointment and terms of employment of any individual to the office of chairman, deputy chairman, chief executive officer, chief operating officer, chief financial officer and all other senior officers and executives of the Corporation and any Subsidiary;
6.6.2 any material change in the terms of employment or compensation of any officer or consultant of the Corporation or any Subsidiary other than as contemplated in the Budget;
6.6.3 approval of the business plan of the Corporation and any Subsidiary and any material modifications thereto (the "BUSINESS PLAN"). It being accepted and agreed that the Business Plan shall be updated by the Corporation and any Subsidiary annually and approved by the Board of Directors at least once a year. Should the Business Plan be changed during the year, such changes must be adopted by the Board of Directors as hereinabove provided;
6.6.4 approval of the Budget of the Corporation and any Subsidiary and changes to or deviations from it resulting in a material and substantial variance;
6.6.5 any material change in the Corporation's (or any Subsidiary's) Business (other than a material change beyond the control of the Corporation or any Subsidiary) or the taking of any action which may lead to or result in such material change;
6.6.6 acquisitions, investments, dispositions, reorganizations, extraordinary matters (including anything giving rise to a special meeting of shareholders of the Corporation, Subsidiary or any Investee Entity) or other transactions that (a) involve the Corporation or the Subsidiary in any way; (b) involve an Interest of the Corporation or any Subsidiary in an Investee Entity; or (c) deviate from the Business Plan;
6.6.7 the entering into or amendment of any agreement with any Person who is not dealing at Arm's Length with the Corporation or any Subsidiary;
6.6.8 the taking or institution of any proceedings for the winding up, liquidation, reorganization or dissolution of the Corporation or any of its Subsidiaries;
6.6.9 the making of an assignment for the benefit of any creditors of the Corporation or of any of its Subsidiaries;
6.6.10 the a...
Extraordinary Matters. (a) Except as otherwise permitted by Section 2.4(b) hereof, the Company shall not take or permit to be taken any of the following actions without the prior written consent of each of D-S and JLM:
(i) the amendment or restatement of the certificate of incorporation of the Company;
(ii) the amendment, repeal or restatement of the by-laws of the Company or the adoption of any new by-law of the Company;
(iii) any change in the quorum for meetings of the directors or stockholders of the Company or in the vote required to take any action at such meetings;
(iv) except for the repurchase of shares of Common Stock from each Holder ratably based on the proportion that the number of shares of Common Stock held by each Holder bears to the total number of shares of Common Stock held by the Holders, the repurchase, redemption or retirement by the Company of any of the then outstanding securities of the Company;
(v) the issuance, award, grant, sale or other transfer by the Company of any equity securities of the Company;
(vi) any material change, elimination or diversification in the businesses, scope of operations, products or services of the Company;
(vii) the entry into any contract or any series of related contracts outside the normal and ordinary course of business of the Company resulting in obligations of or payments by the Company in excess of $50,000;
(viii) except for amounts constituting obligations under the Credit Agreement, the borrowing or lending of any funds or the incurrence of any obligations as a guarantor or surety, excluding any transaction or any series of related transactions which does not involve more than $50,000;
(ix) the sale, lease, exchange, mortgage, pledge or other disposition of, or creation of a security interest in, assets of the Company having an aggregate fair market value of $250,000 or more in any single transaction or any series of related transactions;
(x) the merger, consolidation or other business combination of the Company;
(xi) the dissolution, winding-up, reorganization or liquidation of the Company;
(xii) any transaction to which the Company and a member of the Board are parties;
(xiii) the formation, acquisition, sale, transfer, liquidation or dissolution of any subsidiary of the Company.
(b) No consent shall be required to be obtained pursuant to Section 2.4(a) hereof in order for the Company to take any action which is contemplated by this Agreement or any agreement or instrument contemplated hereby or thereby.
(c) Notwi...
Extraordinary Matters. Class A-1
Extraordinary Matters. Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not (and shall cause its subsidiaries not to) take any of the following actions without the approval of (i) the Class B Managers or (ii) at least a Majority in Interest of the Class B Members (each, an “Extraordinary Matter”):
(i) amending this Agreement to the extent such amendment would have a disproportionate and adverse effect on any Class B Member;
(ii) issuing any additional Class B Units (other than issuing Class B Units to existing Class B Members in connection with an equity offering in accordance with Section 9.3);
(iii) incurrence of aggregate indebtedness by the Company or the Company Entities in excess of an amount equal to five times (5x) the Company’s EBITDA for the prior four (4) fiscal quarters;
(iv) entering into any arrangement or transaction between, or the payment of any fees or costs from, the Company or any Company Entity, on the one hand, and any Class A Member or any Affiliate of a Class A Member, on the other hand, other than (A) ordinary course commercial transactions and (B) any future issuances of equity or convertible securities by the Company, subject to the preemptive rights set forth in Section 9.3, in either case on terms that are no less favorable to the Company than would be obtained in a comparable arm’s-length transaction with an unaffiliated third party;
(v) selling or transferring any Company Entity or any business units or divisions from either Company Entity to any Affiliate of Amneal;
(vi) assigning any rights in specific property of the Company or any Company Entity for other than bona fide company purposes of the Company or any Company Entity;
(vii) forming any subsidiaries of the Company other than whole owned limited liability company subsidiaries;
(viii) selling, contributing or otherwise issuing any Common Units to any Affiliate, unless such Common Units are sold or contributed at a value per Unit determined pursuant to a valuation obtained from an appraisal firm selected by the Class B Manager;
(ix) dissolving, winding-up or liquidating the Company or initiating a bankruptcy proceeding involving the Company or any of its subsidiaries;
(x) permitting any Company Entity to issue equity securities;
(xi) permitting the Company to loan any funds to any Person;
(xii) causing any Company Entity to engage in any of the above actions; or
(xiii) agreeing or committing to do any of the foregoing.
Extraordinary Matters. Merck may vote with respect to any or all of the voting securities of Seagen as to which it is entitled to vote or execute a written consent, as it may determine in its sole discretion, with respect to the following matters, if presented to Seagen’s stockholders for approval (each such matter being an “Extraordinary Matter”): (i) any transaction which would result in a Change of Control of Seagen; (ii) the payment of any dividends to any class of stockholders of Seagen; and (iii) any liquidation or dissolution of Seagen.
Extraordinary Matters. The Members or Manager shall not have authority hereunder to cause the Company to engage in extraordinary transactions as set forth in this Section. Certain extraordinary transactions shall require the affirmative vote of the Members in addition to the concurrence of any Manager, including but not limited to the following: The sale, exchange or other disposition of all, or substantially all, of the Company's assets occurring as part of a single transaction or plan shall require the affirmative vote of Members holding at least 75% of all Percentage Interests in the Company. The merger of the Company with any other limited liability company, limited partnership or general partnership shall require the affirmative vote of Members holding at least 75% of all Percentage Interests in the Company, and the merger of the Company with another corporation shall require the unanimous vote of all Members of the Company. The amendment of this Agreement shall require the unanimous agreement of all Members as otherwise provided in Section 9.12 hereof. Any other transaction described herein as requiring a vote of the Members.
