Major Decisions of Committee Sample Clauses

Major Decisions of Committee. Except to extent the same is already covered in an Approved Budget, an approved AFE, or is otherwise an expense or liability authorized or permitted under Section 3.1(i) or under Article IV, Article VI or Article IX, neither the Manager, nor any Owners shall have any right or authorization to take or to cause to be taken any of the following actions (each a “Major Decision”, and collectively, the “Major Decisions”) without the unanimous vote of the Committee (i.e., approval of such Owner Representatives who, in the aggregate hold 100% of the Voting Interests), excluding any approval required relative to any costs, expenses or liabilities relating to a Solely Owned Segment (which shall be subject to the agreement or approval of the SOS Owners thereof):
Sample 1
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Major Decisions of Committee. Except to extent the same is already covered in an Approved Budget, an approved AFE, or is otherwise an expense or liability authorized or permitted under Section 3.1(i) or under Article IV, Article VI or Article IX, neither the Manager, nor any Owners shall have any right or authorization to take or to cause to be taken any of the following actions (each a “Major Decision”, and collectively, the “Major Decisions”) without the unanimous vote of the Committee (i.e., approval of such Owner Representatives who, in the aggregate hold 100% of the Voting Interests), excluding any approval required relative to any costs, expenses or liabilities relating to a Solely Owned Segment (which shall be subject to the agreement or approval of the SOS Owners thereof): (i) Any amendment to this Agreement; (ii) Approval of the annual budget contemplated under Section 3.1(c) below, subject to the other provisions of Article III and Article VI below; (iii) Filing, consenting to, or acquiescing in any act or event that would constitute an event of bankruptcy with respect to a Party; (iv) Acquiring by lease, purchase, or otherwise any real or personal property or fixture in an amount greater than $50,000; (v) Amending the Budget in an amount, individually or in any series of related transactions, greater than $50,000, except in response to an emergency; (vi) Entering into any contract or arrangement that requires any payments in an amount, individually or in any series of related transactions, greater than $25,000 to an Affiliate of a Party, except with regard to the SES Gathering Agreement, any SOS SES Gathering Agreement, the initial Contract Operator Agreement, or the NAESB Purchase Agreement or as otherwise expressly authorized by this Agreement;
Sample 1

Related to Major Decisions of Committee

  • Decisions of Committee The Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Committee regarding the Plan or this Award Agreement shall be final, binding and conclusive.

  • Decisions of Board or Committee The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

  • Major Decisions (a) any proposed or actual foreclosure upon or comparable conversion of the ownership of the Property or the exercise of any other remedies with respect to the Loan;

  • Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.

  • Advisory Committee The Settling State shall designate an Opioid Settlement Remediation Advisory Committee (the “Advisory Committee”) to provide input and recommendations regarding remediation spending from that Settling State’s Abatement Accounts Fund. A Settling State may elect to use an existing advisory committee or similar entity (created outside of a State-Subdivision Agreement or Allocation Statute); provided, however, the Advisory Committee or similar entity shall meet the following requirements:

  • Investment Committee The board of directors of the insurance company shall appoint an investment committee of the investment manager as the investment committee of the insurance company. The investment committee shall meet at least once each quarter to review the investments and loans of the insurance company.

  • Credit Decisions Each Lender acknowledges that it has, independently of the Administrative Agent and each other Lender, and based on such Lender’s review of the financial information of the Borrower, the Loan Documents (the terms and provisions of which being satisfactory to such Lender) and such other documents, information and investigations as such Lender has deemed appropriate, made its own credit decision to extend its Commitments. Each Lender also acknowledges that it will, independently of the Administrative Agent and each other Lender, and based on such other documents, information and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under the Loan Documents.

  • Instructions of Majority; Limitations (a) Except as provided in Section 5.02 hereof, the Owner Trustee agrees it shall not enter into any amendment of or supplement to the Lease, the Purchase Agreement, the Purchase Agreement Assignment, the Consent and Agreement or the Engine Consent and Agreement, or execute and deliver any written waiver or modification of, or consent under, the terms of the Lease, the Purchase Agreement, the Purchase Agreement Assignment, the Consent and Agreement or the Engine Consent and Agreement, unless such supplement, amendment, waiver, modification or consent is consented to in writing by the Mortgagee and a Majority in Interest of Note Holders. Anything to the contrary contained herein notwithstanding, without the necessity of the consent of any of the Note Holders or the Mortgagee, (i) any Excluded Payments payable to the Owner Participant may be modified, amended, changed or waived in such manner as shall be agreed to by the Owner Participant and Lessee and (ii) the Owner Trustee and Lessee may enter into amendments of or additions to the Lease to modify Section 5 (except to the extent that such amendment would affect the rights or exercise of remedies under Section 15 of the Lease) or Section 17 of the Lease so long as such amendments, modifications and changes do not and would not affect the time of, or reduce the amount of, Rent payments (except to the extent expressly permitted by Section 5.02 hereof) until after the payment in full of all Secured Obligations or otherwise adversely affect the Note Holders.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board.

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