Matters Requiring Approval of the Board Sample Clauses

Matters Requiring Approval of the Board. The business and affairs of the Company shall be managed by the Board as described in Section 141 of the Delaware General Corporation Law. Without limiting the generality of the preceding sentence, the Company shall not take any of the following actions without the prior approval of at least a majority of votes cast by the Board approving such actions and as provided in the Company’s Bylaws: (i) acquire or sell any interest in any Person or business subject to the limitations set forth in paragraph 2(b)(2)(i) below; (ii) incur any Company Indebtedness, or issue or sell any debt securities or other rights to acquire any debt securities of the Company or any of its Subsidiaries, except for transactions between the Company and any of its Subsidiaries; provided, however, that any security interests in connection with such debt arrangements shall be limited solely to the Company’s assets unless otherwise approved by the Investor Shareholders; (iii) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock; (iv) hire or terminate the employment of the Company’s President, Chief Financial Officer or Chief Operating Officer; (v) establish or materially modify the compensation or benefits payable or to become payable by the Company to the Company’s President, Chief Financial Officer or Chief Operating Officer, other than benefits generally provided to senior management or employees on the same terms; or (vi) approve the annual operating plan and budget.
Sample 1Sample 2
AutoNDA by SimpleDocs
Matters Requiring Approval of the Board. The actions identified on Exhibit C as “Matters Requiring Board Approval” may not be taken by or on behalf of any Company Entity (by amendment, merger, consolidation or otherwise), including by the Managing Member or any officer of any Company Entity or any committee of the Board, without the Majority approval of the Board or Supermajority approval of the Board, as specified therein. To the extent any such action is taken without such approval, such action shall be voidable by the Board.
Sample 1Sample 2
Matters Requiring Approval of the Board. The business and affairs of the Company shall be managed by the Board as described in Section 141 of the Delaware General Corporation Law. Without limiting the generality of the preceding sentence, the Company shall not take any of the following actions without the prior approval of at least a majority of the Board of Directors and as provided in the Company’s Bylaws: (i) acquire or sell any interest in any Person or business; provided, however, that any acquisition or sale of a Person or business involving, individually or in the aggregate, consideration in excess of $50,000,000 shall be subject to paragraph 2(b)(2)(v) below; (ii) incur any Company Indebtedness, or issue or sell any debt securities or other rights to acquire any debt securities of the Company or any of its Subsidiaries, except for transactions between the Company and any of its Subsidiaries; provided, however, that any security interests in connection with such debt arrangements shall be limited solely to the Company’s assets unless otherwise approved by the Investor Shareholders; (iii) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock; (iv) hire or terminate the employment of the Company’s President, Chief Financial Officer or Chief Operating Officer, subject to paragraph 2(b)(2)(iv) below; (v) establish or materially modify the compensation or benefits payable or to become payable by the Company to the Company’s President, Chief Financial Officer or Chief Operating Officer, other than benefits generally provided to senior management or employees on the same terms; or (vi) approve the annual operating plan and budget.
Sample 1Sample 2
Matters Requiring Approval of the Board. Neither the Trustee nor any person acting on behalf of the Puerto Rico Liquidating Trust may take any of the following actions without the prior consent of the Board: (a) settle, compromise, abandon or otherwise dispose of all or any portion of the Cross-Claims; provided, however, that (i) no member of the Board may cast a vote with respect to any Cross-Claims to which he or she, his or her employer, or any Affiliate thereof is a named party; (ii) any settlement or abandonment of Cross-Claims involving Claims in an aggregate amount exceeding $5,000,000 shall require approval of the Bankruptcy Court; and (iii) the Trustee may seek Bankruptcy Court approval of a settlement or abandonment of Cross-Claims if the Board fails to act on a proposed settlement or abandonment of such Cross-Claims within 60 days of receiving notice of such proposed settlement by the Trustee, whereupon such Board approval shall no longer be required. The Board may instruct the Trustee to settle or abandon any Cross-Claims so long as such settlement or abandonment is fair and reasonable based upon the reasonable, good faith business judgment of the Board; (b) select, retain or replace (i) the legal counsel representing Century in the Cross-Claims, including under any contingency arrangement or (ii) the Puerto Rico Liquidating Trust’s auditor; (c) amend, modify or supplement this Agreement, except that the Trustee may amend this Agreement without the approval of the Board to the extent necessary to ensure that the Puerto Rico Liquidating Trust will not become subject to the Exchange Act; and (d) file any report with the Bankruptcy Court pursuant to Section 6.05 hereof.
Sample 1
Matters Requiring Approval of the Board. The Company hereby covenants and agrees with each of the Stockholders that it shall not, without approval of a majority of the members of the Board:
Sample 1
Matters Requiring Approval of the Board. Notwithstanding any other provision hereof, no action shall be taken, sum expended, decision made or obligation incurred with respect to a matter within the scope of any of the major decisions enumerated below ("BOARD MAJOR DECISION"), unless such Board Major Decision has been approved by the Board in accordance with this Article VII: (i) approval of each Pre-Opening Budget, Unit Operating Budget and Operating Budget; (ii) the purchase or lease of any real property or any personal property involving a purchase price or aggregate lease payments in excess of Ten Thousand and No/100 Dollars ($10,000.00) individually, or Twenty Thousand and No/100 Dollars ($20,000.00) in the aggregate in any fiscal year, unless in each case previously approved as part of a Pre-Opening Budget or Operating Budget; (iii) the making, execution or delivery, on behalf of the LLC of any promissory note, mortgage, deed of trust, security agreement, guarantee, indemnity bond, surety bond, accommodation paper or endorsement, lease or purchase agreement, or other instrument purporting to evidence any debt or obligation, and/or renewal and extension of any of the foregoing; (iv) entering into any transaction with any Member or any affiliate of any Member; and (v) the assignment, transfer, pledge, compromise or release of any claim of or debt owning to the LLC except upon payment in full to the LLC of such claim or debt.
Sample 1
Matters Requiring Approval of the Board. The Company hereby covenants and agrees with each of the Stockholders that it shall not, without approval of a majority of the members of the Board: (a) adopt an Operating Plan and Budget or, due to material business environment changes during the year, adopt a Revised Operating Plan and Revised Budget; (b) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (c) incur any aggregate indebtedness in excess of $250,000 that is not already included in a Budget approved by the Board, other than trade credit incurred in the ordinary course of business; (d) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (e) adopt an equity incentive plan, or issue any shares or options to acquire shares thereunder; (f) change the principal business of the Company, enter new lines of business, or exit the current line of business; (g) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (h) enter into any corporate strategic relationship involving a binding legal agreement; however excluding agreements which are appropriate under the normal course of executing the Operating Plan.
Sample 1
AutoNDA by SimpleDocs
Matters Requiring Approval of the Board. Notwithstanding anything to the contrary contained herein, the Managers and the Officers shall not, without the affirmative vote of a majority of the Board, take any of the following actions: (a) on behalf of the Company, incur any indebtedness for borrowed money or assume, guarantee or endorse other responsibility for the obligations of any other Person; (b) adopt, amend or repeal any equity incentive plan at the level of the Company, or grant, amend, repeal or repurchase any right under any such equity incentive plan; (c) adopt a Business Plan or make any change to the then-current Business Plan; (d) approve any capital expenditure, capital addition or capital improvement; (e) declare, at the level of the Company, any distributions of any kind; (f) enter into, amend or terminate any agreement or transaction between the Company, on the one hand, and any Member or any Affiliate or Representative of a Member or any Representative of any Affiliate of a Member, on the other hand, including without limitation, any compensation to be paid by the Company to any of the foregoing; (g) take the following actions on behalf of the Company: (i) waive the Company’s rights; (ii) elect not to pursue any of the Company’s rights and/or remedies; or (iii) settle or fail to initiate any dispute, in each case against any Member or Affiliate or Representative of a Member or any Representative of any Affiliate of a Member under any signed agreement between the Company and any of the foregoing; (h) make determinations with respect to Company executive compensation (including salary, bonus, and participation in, or the terms of, any equity incentive plan and repurchase of any rights granted thereunder) and contracts with respect thereto and the hiring and firing of Company executives; (i) engage in any transaction or matter not contemplated by the Business Plan; (j) adopt fundamental policies regarding limited liability company governance, conflicts of interest and ethical standards, and environmental and other legal compliance; (k) form, or make any changes to the capital structure of, any subsidiary of the Company; (l) make political contributions of any kind by the Company; (m) surrender important rights, entitlements or economic interests of the Company related to any matters, including, but not limited to, settlement of material disputes with the government or private parties; (n) grant loans by the Company to any Person, or defer payments owed to the Company by any Person; ...
Sample 1
Matters Requiring Approval of the Board. Notwithstanding any other provision hereof, no action shall be taken, sum expended, decision made or obligation incurred with respect to a matter within the scope of any of the major decisions enumerated below ("Board Major Decision"), unless such Board Major Decision has been approved by the Board in accordance with this Article VII: (i) approval of a Pre-Opening Budget and any Operating Budget; (ii) the purchase or lease of any real property or any personal property involving a purchase price or aggregate lease payments in excess of Ten Thousand Dollars ($10,000) individually, or Twenty Thousand Dollars ($20,000) in the aggregate in any fiscal year, unless in each case previously approved as part of a Pre-Opening Budget or Operating Budget; (iii) the making, execution or delivery, on behalf of the LLC of any promissory note, mortgage, deed of trust, security agreement, guarantee, indemnity bond, surety bond, accommodation paper or endorsement, lease or purchase agreement, or other instrument purporting to evidence any debt or obligation, and/or renewal and extension of any of the foregoing; (iv) entering into any transaction with any Member or any affiliate of any Member; and (v) the assignment, transfer, pledge, compromise or release of any claim of or debt owning to the LLC except upon payment in full to the LLC of such claim or debt.
Sample 1

Related to Matters Requiring Approval of the Board

  • Matters Requiring Investor Director Approval So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any stockholder, director or officer of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Listing Approval The Shares to be delivered on the Closing Date or any Additional Closing Date, as the case may be, shall have been approved for listing on the Exchange, subject to official notice of issuance. If (i) any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Agreement, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and its counsel, this Agreement and all obligations of the Underwriters hereunder may be cancelled on, or at any time prior to, the Closing Date or any Additional Closing Date, as the case may be, by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

  • Required Regulatory Approvals (a) The obligations of each Party under this Agreement are expressly contingent upon (i) each Party receiving all licenses, permits, permissions, certificates, approvals, authorizations, consents, franchises and releases from any local, state, or federal regulatory agency or other governmental agency or authority (which may include, without limitation and as applicable, the NYISO and the PSC) or any other third party that may be required for such Party in connection with the performance of such Party’s obligations under or in connection with this Agreement (the “Required Approvals”), (ii) each Required Approval being granted without the imposition of any modification or condition of the terms of this Agreement or the subject transactions, unless such modification(s) or condition(s) are agreed to by both Parties in their respective sole discretion, and (iii) all applicable appeal periods with respect to the Required Approvals having expired without any appeal having been made or, if such an appeal has been made, a full, final and non-appealable determination having been made regarding same by a court or other administrative body of competent jurisdiction, which determination disposes of or otherwise resolves such appeal (or appeals) to the satisfaction of both Parties in their respective sole discretion. (b) If any application or request is made in connection with seeking any Required Approval and is denied, or is granted in a form, or subject to conditions, that either Party rejects, in its sole discretion, as unacceptable, this Agreement shall terminate as of the date that a Party notifies the other Party of such denial or rejection, in which event the obligations of the Parties under this Agreement shall cease as of such date and this Agreement shall terminate, subject to NYSEG’s obligation to pay National Grid in accordance with the terms of this Agreement (including, without limitation, Section 10.3 above) for all Reimbursable Costs. All of National Grid’s actual costs in connection with seeking Required Approvals shall be included within the meaning of the term Reimbursable Costs and shall be paid for by NYSEG.

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • Regulatory Approvals (a) Each Party shall, and shall cause its ultimate parent entity (as such term is defined in the HSR Act) to, use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this Agreement, all applications, notices, reports, filings and other documents reasonably required to be filed by such Party or its ultimate parent entity with or otherwise submitted by such Party or its ultimate parent entity to any Governmental Body with respect to the Contemplated Transactions, and shall file no later than ten (10) Business Days thereafter the Notification and Report Forms required by the HSR Act. Each Party shall (i) promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional information which may be reasonably requested by any such Governmental Body, and (iii) coordinate with the other Party in making any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable in order to consummate and make effective the Contemplated Transactions. (b) Without limiting the generality of anything contained in this Section 5.4, in connection with its efforts to obtain all requisite approvals and authorizations, and the expiration or termination of all applicable waiting periods for the Contemplated Transactions under any Antitrust Law, each Party hereto shall use its reasonable best efforts to (i) cooperate with the other with respect to any investigation or other inquiry; (ii) promptly provide to the other a copy of all communications received by such Party from, or given by such Party to, any Governmental Body, in each case regarding the Contemplated Transactions; and (iii) to the extent not prohibited under applicable Antitrust Law, permit the other to review in advance any communication given by it to any Governmental Body concerning the Contemplated Transactions, consider in good faith the views of the other in connection with any proposed written communications by such Party to any Governmental Body concerning the Contemplated Transactions, and consult with each other in advance of any meeting or telephone or video conference with, any Governmental Body, and give the other or its outside counsel the opportunity to attend and participate in such meetings and conferences unless prohibited by the applicable Governmental Body; provided, that materials required to be provided pursuant to this Section 5.4(b) may be restricted to outside counsel and redacted to (A) remove references concerning the valuation of either Party, (B) comply with contractual arrangements, and (C) preserve attorney-client privilege. Neither Party shall commit to or agree with any Governmental Body to stay, toll or extend any applicable waiting period under applicable Antitrust Law, or pull and refile under the HSR Act, without the prior written consent of the other. Parent and the Company shall each pay one-half of the filing fee under the HSR Act relating to the HSR filing required for the Merger; provided, however, that each Party shall bear its own legal fees. (c) Except as required by this Agreement, prior to Closing, neither the Company nor Parent shall, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Body necessary to consummate the Contemplated Transactions or the expiration or termination of any applicable waiting period, or (ii) increase the risk of any Governmental Body entering an order prohibiting the consummation of the Contemplated Transactions.

  • FCC Approval Notwithstanding anything to the contrary contained in this Agreement or in the other Loan Documents, neither the Administrative Agent nor any Lender will take any action pursuant to this Agreement or any of the other Loan Documents, which would constitute or result in a change in control of the Borrower or any of its Subsidiaries requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. After the occurrence of an Event of Default, the Borrower shall take or cause to be taken any action which the Administrative Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Administrative Agent to exercise and enjoy the full rights and benefits granted to the Administrative Agent, for the benefit of the Lenders by this Agreement or any of the other Loan Documents, including, at the Borrower’s cost and expense, the use of the Borrower’s best efforts to assist in obtaining such approval for any action or transaction contemplated by this Agreement or any of the other Loan Documents for which such approval is required by Law.

  • Final Approval Hearing “Final Approval Hearing” shall mean the hearing at which the Court will consider and finally decide whether to enter the Final Judgment.

  • Regulatory Approval 25.1 The Parties understand and agree that this Agreement and any amendment or modification hereto will be filed with the Commission for approval in accordance with Section 252 of the Act and may thereafter be filed with the FCC. The Parties believe in good faith and agree that the services to be provided under this Agreement are in the public interest. Each Party covenants and agrees to fully support approval of this Agreement by the Commission or the FCC under Section 252 of the Act without modification.

  • Regulatory Approvals; No Defaults (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by NBT or any of its Subsidiaries in connection with the execution, delivery or performance by NBT or NBT Bank of this Agreement or to consummate the transactions contemplated hereby, except for filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, NBT has no Knowledge of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals, waivers or non-objections of each of the FRB and the OCC, as required (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of NBT Stock to be issued in connection with the Merger on NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by NBT and NBT Bank do not and will not (i) constitute a breach or violation of, or a default under, result in a right of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of NBT or of any of its Subsidiaries or to which NBT or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws of NBT or other organizational documents of NBT or NBT Bank, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NBT or NBT Bank. (c) As of the date of this Agreement, NBT has no Knowledge of any reasons relating to NBT or NBT Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!