Major Consent Matters Sample Clauses

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 Xxxxxxx; (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;
Sample 1
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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%:
Sample 1
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”):
Sample 1

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.

  • Additional Consents The Recipient consents to and acknowledges that:

  • 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.

  • With Consent of the Holders (a) The Issuer and the Trustee may amend this Indenture or the Notes with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment may not:

  • Amendments; Waivers; Consents No modification, amendment or waiver of, or with respect to, any provision of this Agreement or the Related Documents, shall be effective unless it shall be in writing and signed by each of the parties hereto. This Agreement, the Related Documents and the documents referred to therein embody the entire agreement among the Seller, the Subservicer, the Purchaser and the Master Servicer, and supersede all prior agreements and understandings relating to the subject hereof, whether written or oral.

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • Third Party Consent If the obligation of any Party under this Agreement depends on the consent of a third party, such as a vendor or insurance company, and that consent is withheld, the Parties shall use commercially reasonable efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of a third party to consent, the Parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner, taking into account the original purposes of the provision in light of the Distribution and communications to affected individuals.

  • Seller's Consent to Assignment The Seller hereby acknowledges the Purchaser's right to assign, transfer and convey all of the Purchaser's rights under this Agreement to a third party and that the representations and warranties made by the Seller to the Purchaser pursuant to this Agreement will, in the case of such assignment, transfer and conveyance, be for the benefit of such third party. The Seller hereby consents to such assignment, transfer and conveyance.

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