Matters Requiring Approval. Except as otherwise delegated to the Manager in Section 9.2, the Management Committee shall have exclusive authority to determine all management matters related to this Agreement.
Matters Requiring Approval. Nevada JV shall not take, and shall not cause or permit any of its subsidiaries to take, and none of the Members or the Operating Member shall cause or permit Nevada JV or any of its subsidiaries to take, any of the following actions unless the proposed action is first Approved by the Board:
(i) approval of all Programs and Budgets and related Funding Plans, as well as any material modifications thereto;
(ii) approval of, or making any material modifications to, any life of mine plans in respect of any of the Nevada XX Xxxxx;
(iii) entering into, amending, suspending or terminating any power arrangements for any of the Nevada JV Assets;
(iv) selling excess power from any power generating facilities that are included in the Nevada JV Assets;
(v) selecting banks and establishing accounts for the deposit of funds by the Nevada JV or any of its subsidiaries;
(vi) initiating any non-ordinary course dispute resolution process (including arbitration proceedings) with a Governmental Authority or third party;
(vii) the issuance of any press release;
(viii) declaring an event of Force Majeure with respect to any project or mine;
(ix) entering into a material contract or arrangement for the operation and maintenance of any component or all of the power generating facilities that are owned by Nevada JV or any of its subsidiaries and which provide power to one or more Nevada XX Xxxxx or other projects;
(x) the creation of any material Encumbrance by Nevada JV or any of its subsidiaries on the Nevada JV Assets securing indebtedness of Nevada JV or any of its subsidiaries;
(xi) issuing any statements of mineral reserves or resources;
(xii) entering into any contract or commitment which has a payment obligation in excess of $25 million in any Calendar Year;
(xiii) entering into any sole source supply commitment with a value in excess of $25 million in any Calendar Year;
(xiv) commencing or resolving any claim or dispute that is considered material to the affairs of Nevada JV and its subsidiaries, taken as a whole, or that otherwise involves a total amount in dispute in excess of $100 million;
(xv) appointment or removal of the General Manager; or
(xvi) approving, or making any material modifications to, the remuneration of the General Manager.
Matters Requiring Approval. (a) Without limiting the general power and authority of the Board, subject to Section 5.6, the Company shall not take, and none of the Shareholders shall cause or permit the Directors or the Company to take, any of the following actions unless the proposed action is first approved by the affirmative Vote of a majority of the votes cast at a Board meeting at which a quorum is present:
(i) to no longer pursue the Cultivation License and the Distribution Licenses, in each case, in connection with the Delta 3 Assets and Operations;
(ii) to no longer pursue any other License which the Company was pursuing;
(iii) any fundamental change in the Purpose, the purpose or scope of the Operations or the purpose or scope of the Licenses sought or obtained by the Company;
(iv) any proposal to, directly or indirectly, license, sub-license, sell, transfer, pledge or otherwise dispose of or grant rights in one or more of the Licenses sought or obtained by the Company;
(v) any proposal to, directly or indirectly, license, sub-license, sell, transfer, pledge or otherwise dispose of or grant rights in any of the Intellectual Property owned by the Company that is otherwise not contemplated in this Agreement;
(vi) any proposed response to investigations, audits or inspections by Governmental Authorities in relation to the Licenses;
(vii) any proposed response to proposed corrective action, voluntary or involuntary, in relation to the Licenses;
(viii) any proposed response to a Governmental Authority in connection with a threatened or actual suspension or cancellation of the Licences;
(ix) any proposal to amend, suspend, or cancel the Licenses;
(x) any proposal to allow a third party to cross-reference the regulatory submissions for the Licences;
(xi) policies to be adopted by the Company to ensure that the Company complies with the terms of the Licenses and Applicable Laws;
(xii) the annual operating or capital budget of the Company, any material revisions or amendments thereto and any cost or expense which, when added to all other costs or expenses covered by such Budget would make the total expenditures exceed the expenditures set forth in the Budget by 10% or more;
(xiii) the annual Operating Plan and any material revisions or amendments thereto;
(xiv) except as expressly authorized in the Approved Operating Plan or the Transaction Documents, any merger, sale, lease, license, assignment or other disposition for value of any of the Company’s assets with a fair market value in ...
Matters Requiring Approval. (a) For so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 40 % of Shares (as determined on a Common Equivalents basis), the Company shall not, and shall (to the extent applicable) cause each of its Subsidiaries not to, without the Stockholder’s prior written consent (which consent may be withheld or conditioned as the Stockholder may determine in its absolute discretion) take any of the following significant actions:
(i) a change in size of the board of directors of the Company;
(ii) the incurrence of indebtedness for borrowed money, in a single transaction or a series of related transactions, aggregating to more than $50 million, except for (x) debt under a revolving credit facility that has previously been approved or is in existence on the date of this Agreement (with no increase in maximum availability) or (y) intercompany indebtedness;
(iii) the issuance of additional shares of any class of the Company’s capital stock or equity securities, exceeding $50 million in any single issuance or an aggregate amount of $100 million during a calendar year (other than any award under any stockholder approved equity compensation plan or intracompany issuance among the Company and its wholly-owned subsidiaries);
(iv) other than in the ordinary course of business with vendors, customers and suppliers, acquisition of equity interests or assets of any other entity, or any business, properties, assets or entities, exceeding $50 million in any single transaction or $100 million in the aggregate in any series of transactions during a calendar year;
(v) other than in the ordinary course of business with vendors, customers and suppliers, disposition of any of the Company’s or its subsidiaries’ assets or equity interests, exceeding $50 million in any single transaction or $100 million in the aggregate in any series of transactions during a calendar year;
(vi) hiring or terminating the Company’s Chief Executive Officer or its Chief Financial Officer or designating any new Chief Executive Officer or Chief Financial Officer; or
(vii) make a single or series of related capital expenditures in excess of $25 million in any calendar year.
(b) To the fullest extent permitted by applicable law, the Company shall not publish, send to holders of Common Stock or file or furnish to the SEC, any Exchange or any governmental authority, any press releases concerning the business, results of operations or financ...
Matters Requiring Approval. During the time Intrawest or Holdings holds at least 25% of the issued and outstanding Common Shares, in addition to any other approval that may be required by law, by this Agreement or pursuant to the Corporation’s Constating Documents, neither the Corporation nor any subsidiary of the Corporation shall take any of the following actions, and none of the parties to this Agreement shall authorize, take part in or permit any of the following actions to be taken by the Corporation or any subsidiary, unless such action is approved by each of the Shareholders:
(1) the redemption or purchase for cancellation or acquisition or other retirement for value of any Shares, or any other distribution of the assets of the Corporation to its shareholders other than lawful distributions in accordance with the distribution policy referred to in section 2.9;
(2) the transfer or issuance by the Corporation or any subsidiary of the Corporation of any shares in the capital of, or right, title or interest in, the Corporation or any subsidiary of the Corporation or any corporation or other business entity other than the Corporation which carries on a material part of its overall business, including the making of an allotment of, or the issuance or granting of any option, right or warrant to subscribe for, purchase or otherwise acquire, any Share or any security convertible into or exchangeable for any Share;
(3) the conversion, exchange, reclassification, redesignation, subdivision, consolidation or other change of or to any Shares or the amendment or variation of any rights, privileges, restrictions or conditions attaching to any such Shares;
(4) the amalgamation, merger, consolidation or reorganization of the Corporation or any subsidiary of the Corporation, or the approval or effecting of any compromise or arrangement between the Corporation or any subsidiary of the Corporation and its creditors or any class of them or its Shareholders or any class of them, in each case, whether statutory or otherwise;
(5) the filing of a voluntary petition under any bankruptcy laws or the making of a voluntary assignment for the benefit of the creditors of the Corporation or any subsidiary of the Corporation generally or the taking or institution of any proceedings for the winding-up, liquidation or dissolution of the Corporation or any subsidiary of the Corporation;
(6) the taking of any action to alter or amend or change the Constating Documents of the Corporation or any subsidiary of the C...
Matters Requiring Approval. The Management Committee shall have ultimate authority to determine all management matters related to this Agreement, and the Management Committee will provide overall direction and guidance to the Operator, who will be responsible for implementing approved Programs and Budgets and carrying out the overall objectives of this Agreement, including but not limited to, the specific duties set forth in Section 6.02.
Matters Requiring Approval. Subject to the provision in Section 5.2, the Executive Committee shall have exclusive authority to adopt Budgets and to determine all management matters related To the Partnership.
Matters Requiring Approval. Except as provided in Subsection 5.1(e) and as otherwise delegated to the Manager in Section 8.2, the Management Committee, acting in accordance with Section 7.2, shall have exclusive authority to determine all matters related to overall policies, objectives, procedures, methods and actions under this Agreement.
Matters Requiring Approval. Following Completion, the Shareholders shall exercise all voting rights and other powers of control available to them in relation to the Company to procure that the Company and/or the Board shall not, without prior written approval of all the Shareholders [which shall not be withheld without good reason]; incur any borrowings either from the Shareholders or from a third party institution or bank whether or not the interest charge would be claimed as a deduction for tax purposes when computing the Company’s taxable income except as provided for herein; create or issue any fixed or floating charge, debenture, lien (other than a lien arising by operation of law) or other mortgage, encumbrance or security over the whole or any part of the undertaking, business, property or assets (tangible or intangible) of the Company; subscribe for, or otherwise acquire, whether by formation or otherwise, any interest in the share capital of any other company or body corporate, nor permit the disposal or dilution of its interest directly or indirectly in any company or body corporate; enter into any partnership or profit sharing agreement or joint venture with any person; make or permit any material change to the nature of the Business; make any composition or arrangement with its creditors, move for insolvency, or receivership or do or suffer to be done any act or thing whereby the Company may be wound up (whether voluntarily or compulsorily); appoint more than three (3) persons as Directors, except as otherwise provided herein; make any change to the Company’s Memorandum or Articles of Association; agree or make any change in the amount of fees or expense payable by the Company to any company associated with a Shareholder for services rendered or to be rendered to the Company; agree to enter into any guarantee of security to secure the indebtedness of the Company; approve a new Business Plan, or a budget and capital expenditure programme or make any substantial alterations to the Business Plan; and/or make any decision as to the requirements for, and the raising of, further finance or working capital for the Company in excess of the equivalent of Tanzanian Shillings Five Hundred Thousand (TShs. 500,000/-) per year; enter into any material transaction, arrangement, or agreement with or for the benefit of any director of the company or of any subsidiary; commence any material litigation or arbitration proceedings other than in the ordinary course of business or for the purpo...
Matters Requiring Approval. The Company may not, without Approval of the Board, engage, directly or indirectly, including, without limitation, through one or more Subsidiaries of the Company, and shall cause its Subsidiaries not to engage, in any transaction or series of related transactions or take any action, which if engaged in or taken by a corporation under the Delaware General Corporation Law would require action by the board of directors of that corporation, other than transactions in the ordinary course of the Company’s business.
