Major Actions. (a) In addition to any voting requirements contained in the Company Charter or the Company By-Laws (or similar governing documents of the Company or any of its Subsidiaries), the following actions shall not be taken by the Company or any of its Subsidiaries, directly or indirectly (including by merger, consolidation, reorganization or similar event), including any proposal by the Board to put to the vote of the stockholders of the Company with respect thereto, without the prior written consent of the Stockholders for so long as the Stockholders beneficially own shares of Class A Common Stock (determined on an “as-converted” basis taking into account any and all securities then convertible into, or exercisable or exchangeable for, shares of Class A Common Stock (including Common Units and shares of Class B Common Stock exchangeable pursuant to the Exchange Agreement)) representing at least 25% of the Class A Common Stock (determined on an “as-converted” basis taking into account any and all securities then convertible into, or exercisable or exchangeable for, shares of Class A Common Stock (including Common Units and shares of Class B Common Stock exchangeable pursuant to the Exchange Agreement)) then outstanding:
(i) any transaction or series of related transactions involving, or entering into any agreement providing for, (a) the purchase, lease, license, exchange or other acquisition by the Company or its Subsidiaries of any assets and/or equity securities for consideration having a fair market value (as reasonably determined by the Board) in excess of $100 million and/or (b) the sale, lease, license, exchange or other disposal by the Company or its Subsidiaries of any assets and/or equity securities having a fair market value or for consideration having a fair market value (in each case as reasonably determined by the Board) in excess of $100 million; in each case, other than transactions solely between or among the Company and one or more of its direct or indirect wholly-owned Subsidiaries;
(ii) any entry into or effectuation of a Change of Control;
(iii) incurrence of (or extension or modification of the material terms of) any indebtedness for borrowed money (including any refinancing of existing indebtedness), assuming, guaranteeing, endorsing or otherwise as an accommodation becoming responsible for the obligations of any other Person (other than the Company or any of its Subsidiaries), or the entry into (or extension or modification any of the mater...
Major Actions. For so long as at least 50% of the initial Principal Amount of all of the Notes issued pursuant to the Purchase Agreement is outstanding, the Company shall not, and the Company shall not permit any Subsidiary to, take any of the following actions without the prior written consent of the Majority Holders:
(a) at any time prior to a Qualifying IPO, (i) redeem any equity securities if the amount of such redemptions, when aggregated with all other redemptions of equity securities during the period from the date hereof to the date of such redemption, exceeds $2,500,000 (excluding any redemption by the Company of (a) the Notes, (b) any equity securities in accordance with the Joint Venture Agreement (as defined in the Purchase Agreement) or the Amended and Restated Memorandum and Articles of Association adopted by the Company and filed with the Registry of Corporate Affairs in the Territory of the British Virgin Islands on February [Date], 2007 (the “M&AA”) and (c) any transactions contemplated in the Sellers Agreement (as defined in the Subscription Agreement (as defined in the Purchase Agreement))) or (ii) pay, in whole or in part, of any Indebtedness (other than all present bank and purchase money loans, equipment financings and equipment leasings);
(b) at any time upon or after a Qualifying IPO, (i) redeem any equity securities if the amount of such redemptions, when aggregated with all other redemptions of equity securities during the period from the date hereof to the date of such redemption, exceeds $2,500,000 (excluding any redemption by the Company of (a) the Notes, (b) any equity securities in accordance with the Joint Venture Agreement (as defined in the Purchase Agreement) or the M&AA and (c) any transactions contemplated in the Sellers Agreement (as defined in the Subscription Agreement (as defined in the Purchase Agreement))) or (ii) pay, in whole or in part, of any Indebtedness for borrowed money (other than all present and future bank and purchase money loans, equipment financings and equipment leasings);
(c) declare or pay any dividends or other distributions to any equity securities (other than the declaration and payment of (i) a cash dividend in any fiscal year which, when aggregated with all other cash dividends declared during such fiscal year, does not exceed 50% of the Company’s audited consolidated net income for its most recently completed fiscal year, calculated in accordance with US GAAP or (ii) any dividend for which an adjustment is...
Major Actions. Notwithstanding anything to the contrary set forth in the Articles of Incorporation or the By-laws of the Corporation, the affirmative vote of the holders of a majority of the outstanding shares of Series D Preferred Stock, acting in accordance with Section 6(d) of this Article V.B, voting as a separate class, shall be a prerequisite to:
(i) any amendment, modification or restatement of the Articles of Incorporation or the By-Laws of the Corporation, including, without limitation, by merger, consolidation, business combination or otherwise that is not a Change of Control;
(ii) the issuance, reservation for issuance or authorization of any Capital Stock of the Corporation or any right or option to acquire shares of Capital Stock ranking senior to the shares of Series D Preferred Stock or any increase or decrease in the authorized number of shares of Series D Preferred Stock; provided, that the Corporation may issue options or shares pursuant to the Stock Option Plans, (x) shares of Series E Preferred Stock (A) upon conversion of those certain convertible promissory notes, with an aggregate principal amount of ten million dollars ($10,000,000), issued by the Corporation on November 26, 2003, (B) in exchange for those certain 5 3/4% Convertible Subordinated Notes, due April 1, 2005, in the principal face amount of thirty-two million seven hundred ninety-five thousand dollars ($32,795,000), issued by the Corporation pursuant to the Corporation’s Indenture, dated March 31, 2000, (C) upon conversion of the Apex Notes and (D) issuable pursuant to agreements entered into prior to the Series E Closing Date, and (y) the Series E Purchase Rights and the Rights Shares;
(iii) the redemption of any Junior Stock other than the repurchase of unvested stock options or restricted stock from employees, officers, directors or consultants of the Corporation upon termination of service or in accordance with the Stock Option Plans;
(iv) any declaration, distribution or payment of any dividend or other distribution to any Junior Stock;
(v) the issuance, incurrence, assumption or guarantee by the Corporation or any Subsidiary of the Corporation of any funded Indebtedness (excluding capital leases incurred in the ordinary course of business but including the incurrence of any debt in connection with any borrowing arrangements with Silicon Valley Bank, provided that, with respect to the incurrence of any debt in connection with any borrowing arrangements with Silicon Valley Bank, if...
Major Actions. Without the written consent of Hogg, xxe Corporation will not:
(a) Amend, supplement, repeal, or otherwise change the articles of incorporation or bylaws of the Corporation in any manner or permit any subsidiary to amend, supplement, repeal, or otherwise change its articles of certificate of incorporation, bylaws, articles of organization, operating agreement, or other governing documents, as applicable, in any manner which would negatively impact the rights of Hogg xxxnted pursuant to this Agreement;
(b) Allow any subsidiary to authorize, designate, issue or sell any additional limited liability company interests, shares, or other securities of such subsidiary (including any options, warrants, and purchase rights) except to another subsidiary or the Corporation or pursuant to Section 4.5(c), below;
(c) Establish, or allow any subsidiary to establish, any option or other equity based incentive plan for management, directors, or employees, grant, or allow any subsidiary to grant, any stock options, or other rights to purchase securities, or authorize or enter into, or allow any subsidiary to authorize or enter into, any plan, contract, or arrangement that provides any person with economic benefits directly or indirectly, in whole or in part, equivalent to equity security ownership, including but not limited to, phantom stock option, stock appreciation rights, and similar plans except for an incentive or bonus plan which allows for the issuance of options or grants, directly or indirectly, of up to 2.5% of the outstanding equity securities of the Corporation;
(d) Redeem or repurchase any security of the Corporation (except for repurchase in connection with departing employees) or allow any subsidiary to purchase any security of the Corporation unless done on a pro rata basis with respect to all shareholders of the Corporation or pursuant to the terms of Article 3;
(e) Make distributions or pay dividends in cash or property with respect to any security of the Corporation, except for dividends or distributions made pro rata among the holders of Stock;
(f) Sell, exchange, transfer, or otherwise dispose of any shares of capital stock or other security of any subsidiary or allow any subsidiary to sell, exchange, transfer, or otherwise dispose of any membership interests, shares of capital stock, or other security of any other subsidiary, except to the Corporation or another subsidiary, or pursuant to Section 4.5(c), above;
(g) Enter into, or allow any subsidiary ...
Major Actions. Notwithstanding anything to the contrary in this Agreement, the consent of a Supermajority of the Board of Directors shall be required for Station to, or to authorize any of the Subsidiaries to, take any of the actions set forth on Schedule I (each, a “Major Action”).
Major Actions. In addition to any voting requirements contained in the Certificate of Incorporation or the Bylaws (or similar governing documents) of the Company or any of its Subsidiaries, the following actions shall not be taken by the Company or any of its Subsidiaries, directly or indirectly (whether by merger, consolidation or otherwise), including any proposal by the Board to put to the vote of the stockholders of the Company with respect thereto, without the prior written consent of the GA Stockholder for so long as the GA Stockholder Beneficially Owns shares of Common Stock representing at least 25% of the Common Stock then outstanding:
(a) any acquisition or disposition where aggregate consideration is greater than $200,000,000 in a single transaction or series of related transactions;
(b) any transaction in which any Person or group acquires more than 50% of the then outstanding capital stock of the Company or the power to elect a majority of the members of the Board;
(c) any incurrence or refinancing of Indebtedness of the Company and its Subsidiaries to the extent such incurrence or refinancing would result in the Company and its Subsidiaries having Indebtedness in excess of $250,000,000 in the aggregate;
(d) hiring or termination of the chief executive officer of the Company;
(e) any increase or decrease in the size of the Board; or
(f) any reorganization, recapitalization, voluntary bankruptcy, liquidation, dissolution or winding-up.
Major Actions. The following actions constitute Major Actions, whether by Station or any Subsidiary:
Major Actions. (a) Except as provided in clause (b) of this Section 12.01, no Major Action may be taken by the Partnership or by any Partner on behalf of the Partnership without first obtaining prior written approval from both of the Partners. The terms and conditions to be contained in the Lease Agreement must also be mutually approved by the Partners.
(b) Notwithstanding the provisions of clause (a) of this Section 12.01, capital expenditures paid or incurred to satisfy any legal requirements (including requirements imposed pursuant to the provisions of the Lease Agreement) or which may be necessary to cure or correct any health or safety danger to patrons or employees of the Amphitheater may be authorized by the Managing Partner without the consent and approval of Ardee.
Major Actions. Major Actions" shall mean each of the following:
Major Actions. No Major Action may be taken by the Partnership or by any Partner on behalf of the Partnership without first obtaining approval from all of the Partners.
