Matters Requiring Approval Sample Clauses
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. (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. Notwithstanding any provision of this Agreement to the contrary, for so long as the Sponsor and its Affiliates and the Founders and their Affiliates, respectively, collectively Beneficially Own at least 5% of the then outstanding shares of Common Stock and are entitled to designate at least one director of the Company pursuant to Section 2.1(b) (or such earlier date that the Sponsor or the Founders request their respective approval rights to be terminated), the Company shall not take, and shall cause its Subsidiaries not to take, any of the following actions without the prior written consent of the Sponsor and at least one of the Founders:
(a) Enter into any related party agreement or transaction between the Company or any of its Subsidiaries, on the one hand, and the Sponsor or any of its Affiliates (including the payment of any management, investment banking or similar fees to Sponsor or any Affiliate of Sponsor) or one of the Founders and his Affiliates, on the other hand, other than (i) in connection with any Rescue Financing, which shall be subject to the approval of the Board; or (ii) transactions or agreements which are on arms’ length terms entered into by the Company or any of its Subsidiaries in the ordinary course of business with a portfolio company of Sponsor or a portfolio company of any Affiliate of Sponsor;
(b) Other than Excepted Issuances, issue, grant, award or issue rights to subscribe for, exchange or convert into, any Securities or New Securities of the Company or any of its Subsidiaries;
(c) Declare or pay any Distribution, other than (i) Distributions by the Company’s Subsidiaries that are paid pro rata to the Subsidiaries’ shareholders; and (ii) Distributions in respect of the Securities offered or paid pro-rata to the Stockholders or otherwise pursuant to the terms of the Company’s Organizational Documents;
(d) Enter into any bankruptcy, liquidation, dissolution or winding-up of the Company (other than in connection with a sale transaction that is structured as a sale of all or substantially all of the assets of the Company);
(e) Amend or modify the Organizational Documents in a manner that adversely affects the Blackstone Holders’ or Founder Groups’ rights disproportionately as compared to other holders of Common Stock (taking into account and considering the rights of the Blackstone Holders or Founder Groups prior to such amendment or modification); and
(f) Make any agreement or arrangement to carry out any of the matters refere...
Matters Requiring Approval. Nevada JV shall not take, and none of the Members or the Operating Member shall cause or permit Nevada JV 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, 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;
(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 by Nevada JV;
(viii) declaring an event of Force Majeure with respect to any Nevada JV 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 and which provide power to one or more Nevada XX Xxxxx or other projects;
(x) the creation of any material Encumbrance by Nevada JV on the Nevada JV Assets securing indebtedness of Nevada JV;
(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, 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. 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 pur...
Matters Requiring Approval. Subject to the provisio 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 3.1(C) and ----------------- as otherwise delegated to the Manager in SECTION 9.2, the Management Committee ----------- shall have exclusive authority to determine all matters related to overall policies, objectives, procedures, methods and actions under this Agreement.
Matters Requiring Approval. Subject to the proviso in --------------------------
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.