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Material Decisions Sample Clauses

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 DecisionsThe 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 DecisionsThe 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 DecisionsIn 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 (which consent shall not unreasonably be withheld with respect to subparagraphs (d) or (f)): (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 fifty-one percent (51%) 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 fifty-one percent (51%) 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 unless made for investment purposes only; (e) 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; (f) 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; (g) 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; and (h) All decisions or matters involving commitments of funds or loans from Manager or its Affiliates.
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 Iview Parent (or securities representing the right to acquire 5% or more of the outstanding common shares of Iview Parent), each of Iview Parent and Iview Canada 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 CVAC and Parent 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 Iview Parent, Iview Canada 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 Iview Parent and Iview Canada, and (ii) make any distribution of any nature (including repayment of loans) to any person not acting at arm’s length with Iview Parent, and/or Iview Canada or any of their respective shareholders other than, in each case, (A) contributions to the corporate expenses and overhead of Parent not to exceed, when aggregated with all distributions made to Parent contemplated by this paragraph (a) and all management services and analogous fees paid to Parent, Cdn.$350,000 per annum and (B) any payments made to A.C. Technical Systems Ltd. in connection with operation costs or services rendered with respect to product development and marketing services. (b) sell or dispose of any assets or property by Iview Parent and/or Iview Canada 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 ac...
Material Decisions. 19 SECTION 6.8 Employment of Physician Shareholders...................20 SECTION 6.9
Material Decisions. For so long as the Majority Interest 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 DecisionsBorrower shall not effect a Material Decision without the prior consent of Lender.
Material Decisions. For so long as Mx. Xxxxx was either Chief Executive Officer or Chairman (and thereafter if he ceased to hold either of those positions as a result of a breach by a party other than Mx. Xxxxx of agreements relating to Mx. Xxxxx’x tenure in those positions), and provided that he was not physically incapacitated or mentally incompetent, approval of the Material Decisions listed in items 1, 3, 7, 13, 14 and 16, below, would require approval by the holder of the VMVS (or by Mx. Xxxxx upon the conversion of the VMVS upon the completion of a public offering as described above, provided Mx. Xxxxx would not be entitled to exercise such approval rights after the completion of that public offering unless that public offering was completed before the fifth anniversary of the date of closing of the Transaction, in which event he would be entitled to exercise such approval rights until such fifth anniversary), as well as requiring approval as a “Material Decision.” The following would be material decisions (“Material Decisions”) that would require approval by the votes cast by directors nominated by shareholders holding at least 66 2/3% of the equity interests of Four Seasons: 1. material departures (including new lines of business) from Four Seasons’ previously approved long-term strategy, 2. amendment of articles or by-laws, 3. any matter that requires approval of shareholders by way of a "special resolution" under the Business Corporations Act (Ontario) (such as amalgamation, dissolution or continuance and the disposition of all or substantially all of the assets of the Company), 4. entering into management arrangements on terms materially different than those in Four Seasons’ existing arrangements, 5. investing more than US$25 million in connection with a single management, investment or real estate opportunity, 6. settling or compromising proceedings involving payments or receipts of more than US$1 million, in the aggregate each year, in addition to amounts contemplated in the approved annual budget, 7. corporate acquisitions, 8. issuance, redemption or purchase by the Company of securities (other than the redemption of the preferred shares held by Mx. Xxxxx/Triples), 9. payment of dividends or other distributions to shareholders, 10. approval of the strategic plans proposed by management from time to time, 11. incurring indebtedness for borrowed money in excess of amounts contemplated in the approved annual budget, 12. expenditures or capital or funding commitment...