Liquid Audio's Approval Clause Samples
Liquid Audio's Approval. So long as Liquid Audio is a shareholder of ----------------------- LAK, the following actions shall not be taken by LAK without prior approval of Liquid Audio. Such approval of Liquid Audio shall be considered given upon (a) a special Board resolution approved by three (3) members of the Board of Directors, or (b) a special shareholder resolution approved by [*] of the outstanding shares of LAK.
(a) Making any basic change in the general nature or scope of business of LAK;
(b) Amending the Articles of LAK, including, without limitation, any increase or decrease in the number of authorized shares of LAK, any change in the rights, preferences or privileges of the Shares and any increase or decrease in the authorized number of directors on the Board;
(c) Removing the directors nominated by Liquid Audio;
(d) Dissolving or liquidating LAK;
(e) Issuing any security of LAK, whether shares securities convertible into shares, other equity securities or debt securities (except that LAK may issue shares under Section 2.5 without further approval by Liquid Audio);
(f) Merging or consolidating LAK with another Person, or selling, leasing, pledging, mortgaging, encumbering or otherwise disposing of all or substantially all of the assets of LAK, whether in one transaction or a series of transactions; * Certain information in this Exhibit has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(g) Establishing a business relationship with any direct competitor of Liquid Audio;
(h) Investing in any other Person;
(i) Entering into any agreement or transaction (except this Agreement, the Reseller Agreement and Consulting Agreement) with or for the benefit of any director or shareholder of LAK or an Affiliate (or any direct lineal descendent or ancestor, sibling, spouse, mother-in-law, father-in-law, son-in-law or daughter-in-law) of such director or shareholder;
(j) Amending the business plan of LAK;
(k) Appointment, employment and compensation decisions and scope of responsibility for officers of LAK, including salary and wages, cash advances and relocation expenses;
(l) Capital expenditures for single items of 100,000,000 Won or more;
(m) Entering into contracts that have a term in excess of one year or that require aggregate payments of 100,000,000 Won or more;
(n) Disposition or transfer to a third party of at least 20% of LAK's assets;
(o) Authorizing loans by LAK, except for payment ter...