Common use of Matters Requiring Approval Clause in Contracts

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 excess of $100,000 at any one time, or as part of a series of related transactions other than pursuant to the sale of products in the ordinary course of business; (xv) except as expressly authorized in the Approved Operating Plan or authorized under specifically delegated authority, the incurring or guaranteeing of any debts, whether or not secured by the Company Assets, or any grant of any security interest in the Company Assets, but excluding amounts incurred in the ordinary course of business which are owed by the Company to suppliers of goods, materials and/or services to the Company and which may be payable on deferred terms; (xvi) the issuance of Distributions to any Shareholder; (xvii) any use of the name of, or any information regarding, any Shareholder of the Company or any Related Party, in any promotional materials or public relations for the Company, except as expressly permitted in writing by such Shareholder or Related Party; (xviii) any determination to initiate or forego any claim or litigation and any settlement, compromise or confession of judgment as to any claim, controversy or litigation regarding in each case an amount in excess of $25,000 and involving the Company as claimant or defendant; (xix) any change of the Auditor; (xx) any change in the fiscal year end; (xxi) any merger, amalgamation or consolidation of the Company with any other Person; (xxii) the filing of any petition in bankruptcy or engaging in any reorganization or instituting or pursuing any other type of bankruptcy, reorganization or insolvency proceeding with respect to the Company, consenting to the institution of any involuntary bankruptcy, reorganization or insolvency proceedings with respect to the Company, the admission in writing by the Company of its inability to pay its debts generally as they become due, or the making by the Company of a general assignment for the benefit of its creditors; (xxiii) the liquidation, termination, winding-up or dissolution of the Company; (xxiv) an initial public offering of the Company; (xxv) the acquisition by the Company of shares of capital stock of, or of other ownership interests in, any Person, whether incorporated or not; (xxvi) the making of any loan or extension of credit to, or acting as guarantor or surety for or on behalf of, any other Person by the Company but excluding amounts incurred in the ordinary course of business which are owed by the Company to suppliers of goods, materials and/or services to the Company and which may be payable on deferred terms; (xxvii) the issuance of additional Shares or other securities of the Company; (xxviii) the acquisition or long term lease by the Company of any other land or real property interest other than the Property; and (xxix) the appointment and termination of the President, Controller and Head Grower, subject to Article 6.

Matters Requiring Approval. (a) The Board or Members, as applicable, shall consider and approve (or be deemed to have approved, as applicable) Programs and Budgets in the manner set forth in Article 5. 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 Members, the Board representatives or the Manager 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 Board representatives representing more than 60% of the votes cast Proportionate Interests at a Board meeting at which a quorum is present: (i) approval of variances to no longer pursue the Cultivation License capital and the Distribution Licenses, operating expenditures in each case, excess of 10% over an Approved Program and Budget for Development and Mining Operations in connection with the Delta 3 Assets and Operationsany year; (ii) during Development and Mining Operations, approval of any material modifications or amendments to no longer pursue a Life of Mine Plan, other than any other License modification or amendment contemplated by Section 3.7(b)(vi) which the Company was pursuingshall require unanimous approval as contemplated therein; (iii) any fundamental change in the Purpose, the purpose or scope removal of the Operations Manager or the purpose or scope approval of the Licenses sought or obtained by the Companya replacement Manager pursuant to Section 4.12(b); (iv) any proposal toduring Development and Mining Operations, directly or indirectly, license, sub-license, sell, transfer, pledge or otherwise dispose approval of or grant rights in one or more positions to be taken by the Company with respect to external financial audits that bear upon the tax liability of the Licenses sought or obtained Company and determine tax audit settlements to be made by the Company; (v) any proposal to(A) approval of a decision to suspend Mining Operations when the conditions specified in Section 5.12(a) have not been satisfied, directly or indirectly, license, sub-license, sell, transfer, pledge or otherwise dispose (B) approval of or grant rights a decision not to suspend Mining Operations when the conditions specified in any Section 5.12(a) have been satisfied and (C) approval of the Intellectual Property owned by the Company that is otherwise not contemplated in this Agreementa decision to resume suspended Mining Operations; (vi) entering into any proposed response contract on behalf of the Company which has a payment obligation exceeding US$2,000,000 (the “Threshold Amount”) or that could reasonably be expected to investigationsresult in payments in excess of the Threshold Amount, audits in each case unless specifically provided in an Approved Program and Budget; (vii) disposing of or inspections by Governmental Authorities in relation agreeing to the Licensesdisposition of assets of the Company (other than obsolete or surplus supplies or equipment or sales of product in the ordinary course), whether alone or as a group of related assets or in a single transaction or series of related transactions, with a value of $2,000,000 or more unless specifically provided in an Approved Program and Budget; (viii) with respect to any Project, approval of any feasibility study for a mine expansion plan, or the approval of a mine expansion plan, or the approval of any capital expenditures in respect of the Project, in each case that would involve expenditures in excess of US$2,000,000 unless specifically provided in an Approved Program and Budget; (ix) creating, assuming or becoming liable for any borrowing or mortgage, pledging, charging, granting a security interest on or otherwise encumbering any of the Company’s assets; (x) making any loan or other advance of funds on behalf of the Company to any third party, other than ordinary course trade payables; (xi) any investment of cash of the Company not immediately necessary in connection with Operations, other than deposits in money market accounts or investment in treasury bills or similar short-term obligations backed by the United States of America with a maturity no greater than three months, or creation of, or any material modification to, any policy regarding such investments; (xii) approval of the Company’s quarterly unaudited financial statements, annual financial statements and annual report; and (xiii) any other matter to be determined by the Board in accordance with this Agreement. (b) The Company shall not take, and none of the Manager, the Board representatives or the Members shall cause or permit the Company to take, any of the following actions unless the proposed action is first unanimously approved by the Members: (i) any change in the external auditors of the Company from those set forth in Section 3.9; (ii) any amendment to the constating documents of the Company (subject to the provisions hereof requiring the Members to cause such amendments to be made, which the Members shall, if so required, all vote in favor of), including any amendment to the authorized capital of the Company; (iii) any amendment to the Agreement including, for certainty, the Schedules hereto; (iv) any compensation arrangements, or amendment to any such arrangements, with the Manager; (v) any change to the number of Board representatives of the Company; (vi) in respect of any Project, approval of any feasibility study for a mine expansion plan, or the approval of a mine expansion plan, or the approval of any capital expenditures in respect of the Project, in each case that would involve expenditures in excess of US$10,000,000; (vii) any proposed response merger, sale of all or substantially all assets, reorganization, joint venture, change of control, application to proposed corrective action, voluntary list any Membership Interests on any recognized national or involuntary, international stock exchange or public offer of securities of the Company or similar transaction in relation to respect of the LicensesCompany (except as contemplated herein); (viii) the sale, abandonment or surrender of any proposed response Mining Rights comprising the Properties or any portion thereof or the termination of Operations pursuant to a Governmental Authority in connection with a threatened or actual suspension or cancellation of the LicencesSection 5.12(b); (ix) the settlement of any proposal to amend, suspend, claim against or cancel dispute involving the LicensesCompany that involves payment by the Company in excess of US$2,000,000; (x) the conduct of any proposal business by the Company other than in connection with, related to, or reasonably ancillary to allow a third party to cross-reference the regulatory submissions for Exploration, Development and Mining Operations at or in respect of the LicencesProperties and related facilities; (xi) policies approval of changes to be adopted by the dividend and distribution policy of the Company to ensure that the Company complies with the terms of the Licenses and Applicable Lawsset out in Section 7.1; (xii) determining the annual operating or capital budget manner of the Company, any material revisions or amendments thereto and any cost or expense which, when added funding of Member Contributions pursuant to all Section 5.9 if such contributions are proposed to be made other costs or expenses covered than by such Budget would make the total expenditures exceed the expenditures set forth in the Budget by 10% or moreway of Equity Capital; (xiii) the annual Operating Plan and approval of, or entering into, any material revisions contract, agreement or amendments theretocommitment (including any intercompany indebtedness or obligations) with any Member or any Affiliate of any Member or with any Person who does not deal at arm’s length with any Member or Affiliate of any Member, except as contemplated by Section 4.10; (xiv) except as expressly authorized acquiring any equity interests in the Approved Operating Plan another Person or the Transaction Documents, any merger, sale, lease, license, assignment all or other disposition for value of any substantially all of the Company’s assets with of another Person or a fair market value in excess business unit of $100,000 at any one time, or as part of a series of related transactions other than pursuant to the sale of products in the ordinary course of businessanother Person; (xv) except as expressly authorized in taking or instituting any proceedings for the Approved Operating Plan liquidation, dissolution, winding-up or authorized under specifically delegated authority, bankruptcy of the incurring or guaranteeing of any debts, whether or not secured by the Company Assets, or any grant of any security interest in the Company Assets, but excluding amounts incurred in the ordinary course of business which are owed by the Company to suppliers of goods, materials and/or services to the Company and which may be payable on deferred terms;Company; and (xvi) the issuance of Distributions to any Shareholder; (xvii) any use of the name ofissuance, sale, repurchase, or redemption of any information regarding, any Shareholder of Membership Interests or other equity interests in the Company or any Related Party, in any promotional materials or public relations for the Company, subsidiary (except as expressly permitted in writing by such Shareholder or Related Party; (xviii) any determination necessary to initiate or forego any claim or litigation and any settlement, compromise or confession of judgment as to any claim, controversy or litigation regarding in each case an amount in excess of $25,000 and involving effect the Company as claimant or defendant; (xix) any change dilution of the Auditor; (xx) any change in Proportionate Interest of a Defaulting Member as contemplated by Section 6.5(a)(i), to effect the fiscal year end; (xxi) any merger, amalgamation or consolidation cancellation of the Company Member’s Membership Interests in accordance with any other Person; (xxii) the filing of any petition in bankruptcy or engaging in any reorganization or instituting or pursuing any other type of bankruptcy, reorganization or insolvency proceeding with respect to the Company, consenting to the institution of any involuntary bankruptcy, reorganization or insolvency proceedings with respect to the Company, the admission in writing by the Company of its inability to pay its debts generally as they become dueSection 6.9, or the making by the Company of a general assignment for the benefit of its creditors; (xxiii) the liquidation, termination, winding-up or dissolution of the Company; (xxiv) an initial public offering of the Company; (xxv) the acquisition by the Company of shares of capital stock of, or of other ownership interests in, any Person, whether incorporated or not; (xxvi) the making of any loan or extension of credit to, or acting as guarantor or surety for or on behalf of, any other Person by the Company but excluding amounts incurred in the ordinary course of business which are owed by the Company to suppliers of goods, materials and/or services to the Company and which may be payable on deferred terms; (xxvii) the issuance of additional Shares or other securities of the Company; (xxviii) the acquisition or long term lease by the Company of any other land or real property interest other than the Property; and (xxix) the appointment and termination of the President, Controller and Head Grower, subject to Article 6otherwise contemplated herein).