Material Decisions Clause Samples
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Material Decisions. Notwithstanding anything to the contrary contained this Agreement, any Basic Document, or any other agreement to which the Company or any of its Subsidiaries is a party, but subject to Section 4.2, Administrative Member shall not cause the Company or any Subsidiary to take any of the following actions, or enter into any agreement to take any of the following actions (“Material Decisions”), without the prior approval of the Board acting in accordance with Section 8.1:
(i) (x) form any new Subsidiary or acquiring any direct or indirect equity interest in any Person and (y) causing any Subsidiary to be classified as a REIT and transferring any Company Assets to such Subsidiary; provided, that if the Board or the Members (if a Fundamental Decision), as applicable, is/are unable to agree upon a matter set forth in this clause (i) after Reasonable Efforts to Resolve and such matter relates to the formation of a Subsidiary that is intended to be classified as a REIT or causing any Subsidiary to be classified as a REIT, Investor shall have the right to purchase all, but not less than all, of Figure’s Membership Interests pursuant to the procedures for a Bad Act Termination Event Membership Interest Buyout pursuant to Section 4.2(b) (but for the avoidance of doubt, a Bad Act Termination Event shall not be deemed to have occurred with respect to Figure as a result of the failure of the Board to agree upon a matter set forth in clause (i)); provided, further, that if a decision is made in accordance with this clause (i) to form a new Subsidiary to be classified as a REIT or cause an existing Subsidiary to be treated as a REIT, the Members shall use commercially reasonable efforts to cause the Company to engage a third-party advisor or consultant to provide REIT compliance advice and/or reporting services; [Fundamental Decision to the extent relating to forming a new Subsidiary to be classified as a REIT or causing an existing Subsidiary to be treated as a REIT]
(ii) amending the [***] from Figure Standard Production; provided, that if the Board is unable to agree upon a Material Decision set forth in this clause (ii) after Reasonable Efforts to Resolve, such Material Decision shall be determined by the SSP Managers [***];**
(iii) adjusting the Preferred Hurdle Rate [Fundamental Decision];
(iv) (x) determining inputs for the [***], including the [***], for any TBA/Committed ABS; and (y) committing the Company to a TBA/Committed ABS and agreement on any Forward Sale do...
Material Decisions. The Farmor agrees to consult with the Farmee before the taking of any material decisions under the Contract until the end of the Transitional Period.
Material Decisions. 17 SECTION 6.8 Employment of Physician Shareholders........................................................18 SECTION 6.9
Material Decisions. The Company hereby covenants and agrees with each of the Investors that it shall not, and shall cause each of its subsidiaries not to, without approval of the Board of Directors, take any of the following actions, which may be changed from time to time by the Board of Directors in its sole discretion:
(a) approve or make any material change to the Company’s annual budget or business plan;
(b) incur any expenditure in excess of $1,500,000 that is not already included in a budget approved by the Board of Directors;
(c) incur any indebtedness for borrowed money, enter into any lease or establish a credit line involving an amount in excess of $1,500,000;
(d) enter into, permit any subsidiary to enter into, or approve any acquisition or sale of any entity or the business and/or assets of any entity in a transaction valued at more than $3,000,000 individually or $15,000,000 in the aggregate for any fiscal year;
(e) grant stock options;
(f) create or dissolve a subsidiary, or cease operations of a subsidiary (other than a holding company for intellectual property with no existing operations);
(g) transfer or license intellectual property rights, other than in the ordinary course of business;
(h) hire, terminate, or change the compensation of the Company’s executive officers; or
(i) enter into or approve any transaction with any director or officer of the Company, or any of the affiliates, spouses or other family members of the Company’s officers and directors.
Material Decisions. The Company shall not make any material employment, termination or compensation decision regarding the chief executive officer, the president, the executive vice president, the chief financial officer or the chief operating officer of the Company or any Subsidiary without the prior consent of the board of directors of the Company or any Subsidiary, as applicable.
Material Decisions. Except in the ordinary course of business, NEG shall not make any commitment on behalf of TransTexas without the prior majority approval of the three independent Members of the Board of Directors, as defined and mandated by the TransTexas Certificate of Incorporation if the commitment (a "Material Decision") would:
(i) obligate TransTexas to any expenditure or liability not provided for in a budget previously adopted by the Board of Directors of TransTexas;
(ii) obligate TransTexas to sell or dispose of an asset or group of assets;
(iii) obligate TransTexas to sell oil, gas or other hydrocarbons produced from or attributable to TransTexas's properties under a contract having a term longer than one (1) year, or any "hedging" or "swap" agreements relating to the production or sale of TransTexas hydrocarbons;
(iv) place a lien, security interest, mortgage, pledge, production payment, or other encumbrance upon any of TransTexas's properties (other than such liens and security interests as arise in the ordinary course of TransTexas's business, including liens arising by operation of law, under joint operating agreements, or under mechanics and materialmen's lien laws);
(v) initiate or compromise any litigation or threatened litigation matter involving potential rights or liabilities of TransTexas;
(vi) determine the compensation of any TransTexas officers; or
(vii) change TransTexas' AEI, as set forth in Section 4.1.B of this Agreement.
Material Decisions. For so long as the Majority Interest Second Lien Lenders have the right to appoint a director to the boards of the Managing Entities pursuant to this Section 12, any action that would require the approval of the board of directors or other governing body of a Subsidiary of the Company and, in the reasonable judgment of the directors on that board, would have a material effect on the Company or such Subsidiary shall require the prior approval of the Board and the Company shall not permit any of its Subsidiaries from taking any such material action without first obtaining such prior approval of the Board.
Material Decisions. In addition to any other rights of Manager in this Agreement, the following actions or decisions shall be made or taken, directly or indirectly, by Practice or the Physician Shareholders only with the consent of Manager:
(a) Entering into any merger unless Practice is the surviving entity and after which the Physician Shareholders immediately prior to the date of the closing of such merger own at least seventy-five percent (75%) of the capital stock of Practice after the closing;
(b) Entering into any sale or series of related sales by Practice or by the Physician Shareholders of the capital stock of Practice during the term of this Agreement to any party who is not a Physician Shareholder as of the date hereof, provided such sales may be made to individual physicians who become full-time employees of Practice in the ordinary course of Practice's operations and business but only if the Physician Shareholders as of the date hereof continue to own in the aggregate at least seventy-five percent (75%) of the Capital Stock of Practice thereafter;
(c) Entering into any agreement or consummating any transaction for the sale of any of the material assets of Practice;
(d) Paying money or other property by Practice for a majority of the capital stock or all or substantially all of the assets constituting a business of any person or entity;
(e) Entering into a managed care agreement or arrangement or entering into a capitation arrangement or agreement;
(f) Opening any new location or the relocation of the primary office of Practice or failure to maintain offices in McAllen, Texas comparable in size to that maintained by Practice as of the date hereof;
(g) Paying compensation, benefits or distributions, directly or indirectly, of any type or nature to any Physician Shareholder until all amounts due as Physician Expenses, Manager Expenses and Management Fee currently due and payable have been paid in full;
(h) Deviating from the collection policies generally followed by Practice prior to the date hereof with respect to any patient account or other amount due for Practice's services; or
(i) Entering into any new relationship or agreement with a Physician Shareholder or an Affiliate of or a Related Party to a Physician Shareholder or continuing any existing relationship or agreement with any such Person to the extent such relationship or agreement is not fully reflected in a written contract that has been provided to Manager as of the date hereof.
Material Decisions. Until such time as Laurus and its affiliates no longer hold common shares representing 5% or more of the outstanding common shares of Cancable Parent (or securities representing the right to acquire 5% or more of the outstanding common shares of Cancable Parent), each of Cancable Parent, Cancable Canada and Cancable Subsidiary shall neither implement or effect (or otherwise resolve or agree to implement or effect), nor in any manner cause or permit any of their respective subsidiaries to implement or effect (or otherwise resolve or agree to implement or effect) any of the following actions without the prior approval of Laurus (which approval shall not be unreasonably withheld) and CVAS shall neither implement or effect (or otherwise resolve or agree to implement or effect) the action set forth in paragraph (j) below, nor cause or permit Cancable Parent, Cancable Canada, Cancable Subsidiary or any of their respective subsidiaries to implement or effect (or otherwise resolve to implement or effect) any of the following actions without the prior approval of Laurus (which shall not be unreasonably withheld):
(a) except as contemplated by this Agreement, (i) declare or pay any dividends or make any other distribution in respect of any securities of each of Cancable Parent, Cancable Canada and Cancable Subsidiary, and (ii) make any distribution of any nature (including repayment of loans) to any person not acting at arm’s length with Cancable Parent, Cancable Canada and/or Cancable Subsidiary or any of their respective shareholders other than, in each case, contributions to the corporate expenses and overhead of CVAS not to exceed, when aggregated with all distributions made to CVAS contemplated by this paragraph (a) and all management services and analogous fees paid to CVAS, Cdn.$350,000 per annum;
(b) sell or dispose of any assets or property by Cancable Parent, Cancable Canada and/or Cancable Subsidiary during any fiscal year in which any amount remains outstanding under the Secured Term Note (whether in one or more transactions) in contravention of the provisions of the Secured Term Note and in any fiscal year thereafter (whether in one or more transactions) with an aggregate book value in excess of $ Cdn.250,000;
(c) make or commit to make during any fiscal quarter, capital expenditures exceeding, in the aggregate, 25% of the net operating cash flow of the company for such fiscal quarter (calculated in accordance with section 2 of this Agreement);
(d) esta...
Material Decisions. The approval of the Manager or, following the Board Appointment, the Board of Directors is required for (i) making any proposal or recommendation regarding the nomination, election or appointment of any person as a director or officer of NIKE, (ii) any vote of NIKE Shares or the giving of any consent or the exercise of any similar approval right relating to or deriving from NIKE Shares, (iii) the conversion of NIKE Class A Common Stock held by the Company into NIKE Class B Common Stock, (iv) any Transfer of, or agreement with respect to, NIKE Shares or any interest therein, other than a Pro Rata distribution of Excess NIKE Shares pursuant to Section 4.1(b) or (v) a determination to dissolve the Company (any act or occurrence referenced in (i), (ii), (iii), (iv) or (v) being a “Material Decision”). Any Material Decision following the Board Appointment must be approved at a meeting of the Board of Directors called in the manner provided in Section 6.2(e), but upon not less than thirty (30) days’ prior written notice to all Directors and to the Protectors, which notice must set out in reasonable detail the nature and terms of the proposed Material Decision. The required notice of any meeting to consider a Material Decision may only be waived in a writing signed by all Directors and both Protectors. Action with respect to a Material Decision cannot be approved by unanimous written consent of the Directors prior to the time at which action thereon could be taken at the meeting of the Board called to consider such Material Decision. The Board must provide the Protectors with written notice of the Board’s decision with respect to any Material Decision taken by written consent. For the avoidance of doubt, the Protectors may, subject to the “two in twenty-four month” restriction set forth in Section 9.2(a), remove and replace an Independent Director or Directors pursuant to Section 9.2(b) at any time during the thirty-day notice period for a Board meeting to consider a Material Decision.