Major Consent Matters Clause Samples

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Major Consent Matters. For so long as the Fidelity Stockholders or the JPM Stockholders are entitled to designate at least one (1) director pursuant to Section 5.3, the Board of Directors shall not (and shall not permit any of its Subsidiaries to) take any action involving any of the following matters without the prior approval of both (i) a majority of the Board of Directors, which majority must include (x) so long as the Fidelity Stockholders are entitled to so designate a director, at least one (1) Fidelity Director and/or (y) so long as the JPM Stockholders are entitled to so designate a director, at least one (1) JPM Director, and (ii) Stockholders holding a majority of the Shares (collectively, the “Major Consent Matters”): (a) any amendment, modification or supplement to the Charter Documents that is materially adverse to the rights of the Stockholders or that changes the voting rights of the directors; (b) any dissolution, liquidation or winding up of the Company; (c) entering into any material transaction with any Affiliate of any Stockholder who holds more than seven and one-half percent (7.5%) of the then-outstanding Common Stock (subject to certain customary exceptions related to customary arms-length financing arrangements with bona fide commercial lending institutions and excluding any market-based and arms-length transactions between the Company or any of its Subsidiaries and any portfolio companies of any Stockholder); (d) (i) approving, entering into or adopting any agreement or arrangement that provides for director compensation, other than the director compensation approved by the Board of Directors on the Effective Date (the “Initial Director Compensation”) or any director compensation for any replacement director who is designated in accordance with Section 5.4(b) (“Replacement Director Compensation”), or (ii) amending or otherwise modifying any existing agreement or arrangement that provides for, any director compensation, including the Initial Director Compensation or any Replacement Director Compensation; (e) changing the size or composition of the Board of Directors; (f) (i) approving, entering into or adopting any equity incentive plan, excluding the Equity Incentive Plan, or (ii) making any material amendment, restatement or modification to any equity incentive plan, including the Equity Incentive Plan; (g) any issuance of any equity securities senior to the equity securities held by the Fidelity Stockholders or the JPM Stockholders; (h) any issuance o...
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Major Consent Matters. Except as provided in Section 4.4(b) and subject to Section 4.4(e), the Company and its Subsidiaries shall not take or agree to take, and the Board of Directors or equivalent governing body of any Subsidiary shall not authorize, any of the following actions without the prior written consent of each of the Principal Investors; provided that (w) the consent of DK (or the applicable DK Transferee) pursuant to this Section 4.4(a) shall no longer be required (and DK or the applicable DK Transferee shall no longer be considered a Principal Investor for purposes of this Section 4.4) from and after the first date on which DK or such DK Transferee, as applicable, no longer beneficially owns at least 50% of the Common Units held by DK as of the Emergence Date, or from and after any termination of such rights pursuant to Section 11.18, (x) the consent of PIMCO pursuant to this Section 4.4(a) shall no longer be required (and PIMCO shall no longer be considered a Principal Investor for purposes of this Section 4.4) from and after the first date on which PIMCO’s Governance Percentage Interest is less than 7.5%, or from and after any termination of such rights pursuant to 11.18, (y) the consent of Sixth Street (or the applicable Sixth Street Transferee) pursuant to this Section 4.4(a) shall no longer be required (and Sixth Street or the applicable Sixth Street Transferee shall no longer be considered a Principal Investor for purposes of this Section 4.4) from and after the first date on which Sixth Street or such Sixth Street Transferee no longer beneficially owns at least 50% of the Common Units held by Sixth Street as of the Emergence Date, or from and after any termination of such rights pursuant to Section 11.18 and (z) the consent of any applicable PIMCO Transferee pursuant to this Section 4.4(a) shall no longer be required (and the applicable PIMCO Transferee shall no longer be considered a Principal Investor for purposes of this Section 4.4) from and after the first date on which such PIMCO Transferee’s Governance Percentage Interest is less than 7.5%: (i) any dissolution, liquidation, winding up or bankruptcy of the Company (other than as required by applicable Law); (ii) any Company Sale (other than in connection with a Drag-Along Disposition Transaction) or any division or conversion of the Company (and the Company and the Members agree that at any time when any Principal Investor has a consent right over a Company Sale or any division or conversion of the Comp...
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Major Consent Matters. The Articles of Association shall require that Major Consent Matters require approval of either (x)(a) at least 66-2/3% (5 of 7) Directors and (b) at least 55% of the then-outstanding shares of New Common Stock or (y) at least 85% (6 of 7) Directors. “Major Consent Matters” shall mean each of the following: (i) any voluntary dissolution or liquidation of the Company or ▇▇▇▇▇▇▇; (ii) any sale of the Company (including any change in control of the majority of voting interests in the Company, other than any transfer by shareholders of the Company in compliance with the tag-along rights set forth below to the extent that the Company or its subsidiaries are not involved in such transaction in a capacity other than implementing the transfer of equity securities in connection therewith and other actions ancillary thereto) or all or substantially all of its assets;
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Related to Major Consent Matters

  • Prior Consent You will not accept for payment by Card any amount representing a deposit or partial payment for goods or services to be delivered in the future without the prior written consent of Processor. The acceptance of a Card for payment or partial payment of goods or services to be delivered in the future without prior consent will be deemed to be a breach of this Agreement and cause for immediate termination in addition to any other remedies available under the Laws or Rules.

  • Governmental Consent, etc No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the other agreements contemplated hereby, or the consummation by the Company of any other transactions contemplated hereby or thereby.

  • Definitions; Consent Required The term "Utility Installations" is used in this Lease to refer to all air lines, power panels, electrical distribution, security, fire protection systems, communications systems, lighting fixtures, heating, ventilating and air conditioning equipment, plumbing, and fencing in, on or about the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment which can be removed without doing material damage to the Premises. The term "Alterations" shall mean any modification of the improvements on the Premises which are provided by Lessor under the terms of this Lease, other than Utility Installations or Trade Fixtures. "Lessee-Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). Lessee shall not make nor cause to be made any Alterations or Utility Installations in, on, under or about the Premises without Lessor's prior written consent. Lessee may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without Lessor's consent but upon notice to Lessor, so long as they are not visible from the outside of the Premises, do not involve puncturing, relocating or removing the roof or any existing walls, or changing or interfering with the fire sprinkler or fire detection systems and the cumulative cost thereof during the term of this Lease as extended does not exceed $2,500.00.

  • Cooperation; Consents Prior to the Closing, each party shall cooperate with the other parties to the end that the parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all authorities and other persons the consent or approval of which, or the license or permit from which is required for the consummation of the Acquisition and (ii) provide to each other party such information as the other party may reasonably request in order to enable it to prepare such filings and to conduct such negotiations.

  • Non-Consent Operations Seller has not elected not to participate in any operation or activity proposed with respect to any Asset which could result in any of Seller’s interest in such Asset becoming subject to a penalty or forfeiture as a result of such election.