Matters Requiring Board Approval. So long as any shares of the Company’s Preferred Stock remain outstanding, the Company shall not, without first obtaining the approval of the board of directors of the Company:
(a) 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 any loan or advance to any person, including, any employee or director, 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 of directors of the Company;
(c) guarantee any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business;
(d) make any investment other than investments in prime commercial paper, money market funds, certificates of deposit in any United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed by the United States of America, in each case having a maturity not in excess of two years;
(e) incur any aggregate indebtedness in excess of $100,000 that is not already included in a budget approved by the board of directors of the Company, other than trade credit incurred in the ordinary course of business;
(f) enter into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person;
(g) change the principal business of the Company, enter new lines of business, or exit the current line of business;
(h) sell, transfer, license as licensor, pledge or encumber technology or intellectual property, other than licenses granted in the ordinary course of business;
(i) make any capital expenditure in excess of $50,000 (individually, or in the aggregate, for a series of related capital expenditures);
(j) commit the Company to enter into a joint venture, license agreement, or exclusive marketing or other distribution agreement with respect to the Company’s products; or
(k) hire, fire, or change the compensation of the executive officers, including approving options plans or grants.
Matters Requiring Board Approval. (a) Notwithstanding any other provision of this agreement, the Company shall not and shall procure that no Group Company shall take, and each Shareholder shall procure so far as it lawfully can that the Company does not and that no Group Company shall take, any action or pass any resolution in relation to the matters reserved to the Board in the Chart of Authority, which may not be amended to abrogate or have the effect of abrogating the authority of the Board to make any decision affecting the Company, without the consent of, if Olive HoldCo’s Equity Proportion is at least 15 per cent., at least one Olive HoldCo Nominated Director and, if Red’ Equity Proportion is at least 10 per cent., at least one Red Nominated Director.
(b) Notwithstanding any other provision of this agreement, the Company shall not and shall procure that no Group Company shall take, and each Shareholder shall procure so far as it lawfully can that the Company does not and that no Group Company shall take, any action or pass any resolution in relation to the matters listed in Schedule 3 (or anything which is analogous or has a substantially similar effect to any of those things) without the prior approval of the Board, including approval by:
(i) if Olive HoldCo’s Equity Proportion is at least 15 per cent., at least one Olive HoldCo Nominated Director; and
(ii) if Red’s Equity Proportion is at least 10 per cent., at least one Red Nominated Director.
(c) If any member of the Group identifies a new product opportunity, including one that could potentially leverage third party brands, the Company and Red shall work collaboratively together, in good faith and transparency, to develop a mutually attractive approach that would leverage each party’s current capabilities, including the option of building new products. In relation to any new product opportunity, the Company and Red agree in principle that Red will be owner of the brand and all or any intellectual property rights or assets or other intangible assets of any new product and the Company will be owner of the tangible assets in relation to such new product. If the parties are unable to develop a mutually attractive approach in relation to a new product opportunity, the Company, at its own discretion, shall be entitled to develop such new product opportunity.
Matters Requiring Board Approval. Without the prior approval of the Board, the Company shall not effect or authorize any:
(a) merger, consolidation or share exchange into or with any Person, or any other similar business combination transaction (other than a transaction between the MLP or any of its Subsidiaries or among any of them) involving the MLP and any of its Significant Subsidiaries, or financial restructuring of the MLP or any of its Significant Subsidiaries;
(b) repeal or significant amendment of the Organizational Documents of the MLP; provided, that this requirement will not supersede any requirement that any other Person’s approval is required to amend any Organizational Document pursuant to the terms thereof; or
(c) sale, lease, transfer, pledge or other disposition of all or substantially all of the properties or assets of the MLP or any of its Significant Subsidiaries or the MLP and its Subsidiaries taken as a whole, other than sales, leases, transfers, pledges or other dispositions of properties or assets in the ordinary course of business.
Matters Requiring Board Approval. 5.1 In addition to any other actions that require the consent of the Board of Directors by law, under the Corporate Documents (as defined below) or by customary practice of companies incorporated in Delaware, the Company shall not take any of the following actions without having first obtained the consent of the Board of Directors:
(a) approve the Operating Plan;
(b) subject to Subsection 5.4(g), hire any employee for the Company or any Company subsidiary with a compensation package greater than $250,000 per annum, unless provided for in the Operating Plan;
(c) pledge or grant a security interest in any assets of the Company or any Company Subsidiary, except in the ordinary course of business when all such pledges or grants in the ordinary course of business (excluding pledges or grants provided for in the Operating Plan) do not secure indebtedness of more than $100,000 in the aggregate;
(d) issue any shares of capital stock;
(e) enter into any agreements, including but not limited to leases, that obligate the Company or any Company subsidiary to make aggregate annual payments in excess of $250,000, unless provided for in the Operating Plan;
(f) acquire any asset or assets with a value in excess of $250,000 in a single transaction or a series of related transactions, unless provided for in the Operating Plan; or
(g) create any subsidiary or transfer any of the Company’s assets to any subsidiary of the Company.
Matters Requiring Board Approval. The Company hereby covenants and agrees that it shall not, and shall cause each of the Key Subsidiaries not to, and each Key Holder covenants and agrees to cause the Company and each of the Key Subsidiaries not to, take any of the following actions or engage in any of the following transactions without the approval of a majority of the Board of Directors:
(a) any issuance, reclassification, sale, repurchase and/or redemption of any equity securities;
(b) adoption of, or material amendment to, any share option, share purchase or other share ownership plan;
(c) settlement of any litigation with a settlement value exceeding, individually or in the aggregate with any other settlements, US$5,000,000;
(d) appointment or removal, or any material increase in the compensation, of executive management, including the chief executive officer, chief financial officer and chief operating officer; and
(e) change or appointment of the Company’s accountants.
Matters Requiring Board Approval. The Company hereby covenants and agrees with each of the Investors that it shall not, and shall take any and all actions to ensure that any direct or indirect subsidiary of the Company shall not, without approval of the Board of Directors, including a majority of the Preferred Directors then in office:
(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, except advances and similar expenditures in the ordinary course of business or under the terms of any employee stock or option plan approved by the Board of Directors;
(c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness 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, if any, approved by the Board of Directors;
(e) incur any aggregate indebtedness in excess of $750,000 that is not already included in a budget approved by the Board of Directors, other than trade credit incurred in the ordinary course of business;
(f) otherwise enter into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b 2 promulgated under the Exchange Act) of any such Person, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, except for transactions contemplated by this Agreement and the Purchase Agreement;
(g) hire, terminate, or materially change the compensation of the executive officers, including approving any option grants or stock awards to executive officers;
(h) change the principal business of the Company, enter new lines of business, or exit the current line of business;
(i) sell, assign, license, pledge or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or
(j) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Comp...
Matters Requiring Board Approval. The following matters require approval by the affirmative vote of a majority of the members of the Management Board, including the affirmative vote of at least one member of the Management Board appointed by each Party.
1. Modifications or amendments to the Rolling Budget or the Initial Budget, as applicable, and the Rolling Business Plan or the Initial Business Plan, as applicable, if such modification or amendment, in the aggregate with the other modifications and amendments for the applicable fiscal year, results in an increase to the allocated annual budget amount for such fiscal year in excess of […***…] of such amount.
2. Incurring any debt for borrowed money or the encumbrance of any assets of the Company or any Local Operating Entity, or the issuance of a guarantee to any Third-Party by the Company or any Local Operating Entity.
3. Acquisitions, exclusive licenses and investments, in a transaction or series of related transactions, involving property or fixed assets that are not contemplated by the Initial Business Plan or the applicable Rolling Business Plan, as applicable, or in excess of the amounts approved in the Initial Budget or applicable Rolling Budget, as applicable; provided that no such vote shall be required for any Acquisition Transaction funded pursuant to Section 9.1(c)(ii)(2) or Section 9.1(d) of the Agreement.
4. Except for any transactions consummated pursuant to the Option Agreement, divestitures or exclusive licenses involving property or fixed assets of the Company or a Local Operating Entity, in a transaction or series of related transactions, to the extent not contemplated by the Initial Business Plan or the applicable Rolling Business Plan, as applicable, or in excess of the amounts approved in the Initial Budget or applicable Rolling Budget, as applicable.
5. Entering into, amending or terminating any Related Party Transaction, including the renewal, termination (other than as contemplated by Section 16.2(c) of the Agreement) or amendment of, or waiver of any rights under, the CRISPR Services Agreement, the Bayer Services Agreement, the Bayer IP Contribution Agreement or the CRISPR IP Contribution Agreement.
Matters Requiring Board Approval. The Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of Directors:
(a) enter into or be a party to any transaction with any director, officer, or employee 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, the Purchase Agreement, and the agreements entered into in connection therewith, or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of Directors;
(b) make any grant or award of options or stock, or amend any previous such grant or award of options or stock, to provide for acceleration of the vesting terms upon the occurrence of some future event;
(c) incur or guarantee any indebtedness (other than trade credit incurred in the ordinary course of business);
(d) approve any annual budget or long term plan representing a material variation from the business plan in effect as of the date hereof; or
(e) enter into any transaction not in the ordinary course of business, including the acquisition of the securities or assets of another entity (other than purchases of goods in the ordinary course of business).
Matters Requiring Board Approval. Unless otherwise allowed or required by this Agreement, the following matters shall require the approval of the Board:
(a) entering into any commercial contracts which are not in the normal course of the business;
(b) declaring or paying dividends in respect of the Shares or making any other distributions of assets of the Corporation;
(c) hiring or terminating officers of the Corporation;
(d) changing the fiscal year of the Corporation;
(e) changing the number of Directors of the Corporation;
(f) formulation of remuneration policy, bonus policy and long term incentives for employees, and implementation of remuneration policy approved by the Shareholders;
(g) establishing, amending or terminating any stock option, stock purchase, stock bonus plan, share appreciation rights scheme or any similar equity incentive plan or program for any of the Corporation's Directors, officers, employees or consultants, provided that if voting stock is used, the voting stock shall not constitute more than 10% of the issued and outstanding voting stock in the Corporation;
(h) the approval of annual budgets for general, administrative and operating expenses of the Corporation; or
(i) the approval of the transfer of any Shares other than Permitted Transfers in this Agreement.
Matters Requiring Board Approval. The Company shall not, without first obtaining the approval of its Board of Directors:
(a) approve or authorize any material modification to any existing loans or other extensions of credit by the Company;
(b) approve or authorize any material modification to or material deviation from the Budget;
(c) increase the compensation of any director;
(d) except for trade payables, inventory or equipment leases arising in the ordinary course of business, enter into any off-balance sheet financing arrangements or use any of the Company’s assets as collateral, whether to secure debt obligations, obligations to senior securities or otherwise;
(e) change or terminate the independent registered public accountants engaged to audit the Company’s financial statements;
(f) approve the settlement by the Company of any material litigation or other proceedings relating to the Company;
(g) approve or authorize the payment of any capital expenditures in excess of $100,000 during any 12-month period other than a specific identifiable line item previously approved in the Budget (covering the year in which such action is sought to be taken by the Company); and
(h) approve, authorize or otherwise permit any Subsidiary to take any action which, if taken by the Company, would require the written approval of the Board of Directors pursuant to this Section 4.2.
