Common use of Management Provisions Clause in Contracts

Management Provisions. Without limiting the actions that may be required, by applicable law or otherwise, to be approved by the Board of Directors, the parties expressly agree that, unless approved by a two-thirds vote of the Board of Directors, neither the Corporation nor any of its subsidiaries may take or agree to take, and no Stockholder shall cause the Corporation or any subsidiary to take or agree to take, any of the following actions: (i) amend the Certificate of Incorporation or By-laws of the Corporation; (ii) wind-up, liquidate, dissolve or reorganize the Corporation or adopt a plan or proposal contemplating any of the foregoing; (iii) approve the annual budget of the Corporation for any fiscal year or approve any course of action which would cause the Corporation to materially deviate from its budget; (iv) elect or remove Officers; (v) change the level of compensation of or modify or terminate any written agreement with AAC, FJC, GPC, GMJ or TBJ; (vi) issue securities of the Corporation including debt or equity securities, options, rights or warrants, or any other securities which are convertible into or exchangeable for shares of Common Stock of the Corporation; (vii) register any securities of the Corporation; (viii) borrow funds in excess of $5,000,000 or provide a guarantee in respect of the obligations of another person or request any waiver from a lender to the Corporation; (ix) merge, consolidate or combine the Corporation with any person or sell substantially all of its assets; (x) purchase, sell, lease, acquire or dispose of assets valued at $5,000,000 or more, including acquiring another company, division or line of business (other than matters provided for in the Corporation's annual budget approved in accordance with this Agreement); (xi) declare or pay any dividends or any other distribution in respect of any securities of the Corporation or redeem, acquire or retire any securities of the Corporation; (xii) make or commit to make during any fiscal year capital expenditures (other than capital expenditures provided for in the Corporation's annual budget approved in accordance with this Agreement) which, in the aggregate, exceed $5,000,000; (xiii) create any committee of the Board of Directors or change a committee of the Board of Directors; and (xiv) make any decision involving a matter referred to in (i) through (xiii), inclusive, relating to any subsidiary of the Corporation. Notwithstanding the foregoing, no further action or approval of the Board of Directors shall be required for, and the provisions of this Section 1.2 shall not apply to, the matters set forth on Schedule 1.2, which matters have been approved by the Board of Directors prior to the date of this Agreement and which shall be acted upon by the Chairman and Chief Executive Officer of the Corporation in their sole discretion.

Management Provisions. Without limiting the actions that may be required, by applicable law or otherwise, to be approved by the Board of Directors, the parties expressly agree that, unless approved by a two-thirds vote of the Board of Directors, neither the Corporation nor any of its subsidiaries may take or agree to take, and no Stockholder shall cause the Corporation or any subsidiary to take or agree to take, any of the following actions: (i) amend the Certificate of Incorporation or By-laws of the Corporation; (ii) wind-up, liquidate, dissolve or reorganize the Corporation or adopt a plan or proposal contemplating any of the foregoing; (iii) approve the annual budget of the Corporation for any fiscal year or approve any course of action which would cause the Corporation to materially deviate from its budget; (iv) elect or remove Officers; (v) change the level of compensation of or modify or terminate any written agreement with AAC, FJC, GPC, GMJ or TBJ; (vi) issue securities of the Corporation including debt or equity securities, options, rights or warrants, or any other securities which are convertible into or exchangeable for shares of Common Stock of the Corporation; (vii) register any securities of the Corporation; (viii) borrow funds in excess of $5,000,000 or provide a guarantee in respect of the obligations of another person or request any waiver from a lender to the Corporation; (ix) merge, consolidate or combine the Corporation with any person or sell substantially all of its assets; (x) purchase, sell, lease, acquire or dispose of assets valued at $5,000,000 or more, including acquiring another company, division or line of business (other than matters provided for in the Corporation's annual budget approved in accordance with this Agreement); (xi) declare or pay any dividends or any other distribution in respect of any securities of the Corporation or redeem, acquire or retire any securities of the Corporation; (xii) make or commit to make during any fiscal year capital expenditures (other than capital expenditures provided for in the Corporation's annual budget approved in accordance with this Agreement) which, in the aggregate, exceed $5,000,000; (xiii) create any committee of the Board of Directors or change a committee of the Board of Directors; and (xiv) make any decision involving a matter referred to in (i) through (xiii), inclusive, relating to any subsidiary of the Corporation. Notwithstanding the foregoing, no further action or approval of the Board of Directors shall be required for, and the provisions of this Section 1.2 shall not apply to, the matters set forth on Schedule 1.2, which matters have been approved by the Board of Directors prior to the date of this Agreement and which shall be acted upon by the Chairman and Chief Executive Officer of the Corporation in their sole discretion.