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. 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. 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. 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. 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. 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. 19 SECTION 6.8 Employment of Physician Shareholders...................20 SECTION 6.9
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. The actions of CR in performing the Services with regard to any Material Decision, as that term is defined herein, shall be subject to approval of an Operating Committee ("OC") consisting of a representative appointed by the CNI Management and a representative appointed by CR. In the event the OC is not able to reach an agreement with regard to any Material Decision that is being contemplated by the OC, the OC shall defer to the CNI Management for a decision on the issue. The decision by the CNI Management shall become binding upon the OC, and the OC shall direct that CR discharge its Services in accordance with the decision of the CNI Board. For purposes of this Agreement, "Material Decisions" shall mean operational and management decisions that include, but may not be limited to:
Material Decisions. In addition to all other matters set forth elsewhere in this Agreement requiring the approval, agreement, determination, consent or vote of the Members, the following matters shall require the advance mutual approval of the Members:
(i) dissolution of the Company;
(ii) amendment of the Company's Articles;
(iii) agreement to merge the Company with any other entity or entities;
(iv) performing any act in contravention of this Agreement;
(v) doing any act or deed with the intention of impairing or harming the business operations of the Company or a Member;
(vi) causing the Company to acquire any other material assets or an interest or interest therein;
(vii) incurring any cost or expense on behalf of the Company other than in the ordinary course of business;
(viii) obtaining equity or debt financing on behalf of the Company or refinancing Company indebtedness;
(ix) encumbering any Company asset(s) by mortgage, deed of trust, security agreement, pledge or otherwise, except as provided for in Section 6.1.4 above;
(x) modifying, consolidating, or extending any mortgage, deed of trust, security agreement, or pledge, or any debt secured thereby, on Company assets;
(xi) selling, exchanging or otherwise transferring any Company asset or an interest or interests therein;
(xii) except as otherwise required by this Agreement (i.e., the ---- Target Minimum Reserve Amount), setting Reserve levels, funding Reserves or withdrawing funds from Reserves;
(xiii) repaying in whole or in part any Company obligation, whether or not before the due date thereof;
(xiv) adopting or revising any budget with respect to the Company;
(xv) adopting or revising any material policies relating to the Company's business, its assets or its personnel;
(xvi) binding or letting lapse any policy of insurance other than in the ordinary course of business, except as required by Section 6.5;
(xvii) listing all or any portion of the Company's assets for sale or other disposition, or otherwise letting it be known that all or any portion of the Company's assets may be acquired;
(xviii) instituting, prosecuting, defending and settling any actual or threatened legal or administrative actions or proceedings on behalf of or against the Company;
(xix) possessing, assigning or using Company funds or other assets of the Company for other than a Company purpose;
(xx) confessing a judgment against the Company;
(xxi) causing the liquidation and dissolution of any entities controlled by the Company;
(xxii) voting ...
