We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Matters Requiring Special Approval Sample Clauses

Matters Requiring Special Approval. As long as the Corporation is not a reporting company under the Securities Act or listed on a national securities exchange, and as long as the Investor Majority is entitled to nominate the Investor Board Nominees pursuant to Section 5.18(a), the Corporation shall not (by amendment, merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of a Super Majority of the Board: (a) effect any restructuring involving the Corporation or any of its Subsidiaries involving an amount greater than US$70,000,000 or which results in a fundamental change in the nature of the business of any such companies, except if simultaneously or shortly thereafter, and to the extent this restructuring generates cash, there is a cash distribution, through a dividend payment or otherwise, to the Investor Parties of the restructuring proceeds, pro rata based on its shares in the issued and outstanding capital of the Corporation; (b) effect any business or asset acquisition or disposal by the Corporation or any of its Subsidiaries, involving an amount greater than US$70,000,000; (c) effect any acquisition, divestiture, merger, joint venture, share or unit exchange, tender offer, consolidation, redemption or any other extraordinary transaction, other than through an Equity Financing, resulting in a Change of Control, except (i) a Sale of the Corporation subject to the drag-along right in Section 6.1; (d) effect any transaction pursuant to which the cash and/or any assets belonging to one of the Subsidiaries of the Corporation be transferred, whether through a loan or otherwise, to another Subsidiary, except if less than US$20,000,000 per annum in the aggregate; (e) effect the bankruptcy, liquidation or winding up of the Corporation; (f) amend the organizational documents of the Corporation or any of its Subsidiaries in any manner that affects the rights of the Investor Parties; (g) increase the size of the Board to more than seven members; and (h) effect any transaction between the Corporation and/or any of its Subsidiaries on the one hand, and any of its Affiliates, on the other hand, and for a total amount per transaction greater than US$700,000 per transaction and not exceeding US$2,000,000 in the aggregate per annum. For the avoidance of doubt, (i) an I-Pulse Spin-Out shall not be subject to the provisions of this Section 7.1 and (ii) the provisions of this Section 7.1 shall not apply to any action taken by a Subsidiary t...
Matters Requiring Special Approval. The following matters shall require Special Approval, which must be obtained as provided in Section 3.7: (a) any amendment to the organizational documents of the JVC; (b) the selection or change of auditors of the JVC; (c) the engaging in any business other than the Project; (d) any increase or decrease in the number of directors on the Board; (e) any increase or decrease in the authorized capital of the JVC or alteration to the share capital of the JVC; (f) any issuance, repurchase, cancellation or sale of securities of the JVC (or rights to acquire securities of the JVC), and any Encumbrance on, securities of the JVC other than in accordance with an Approved Financing Plan; (g) any adoption, approval or recommendation of any plan of complete or partial liquidation, merger, spin-off, demerger or consolidation of the JVC; (h) any declaration or payment of dividends, including any declaration or payment of a special dividend, or other distributions on any JVC Securities, other than in accordance with an approved distribution policy; (i) approval of any changes to an approved distribution policy; (j) any incurrence of debt by the JVC, except as set out in an Approved Financing Plan, other than the incurrence of trade debt in the ordinary course or the procurement of any letters of credit required in the ordinary course, in both cases under this proviso, consistent with an approved Work Plan and Budget; (k) subject to Applicable Law, any filing of a petition or application by the JVC relating to bankruptcy, insolvency, readjustment of debt, moratorium on payments or creditors’ rights; (l) any determination to permanently or temporarily suspend operations (other than due to operational conditions) of the Project where such suspension would have an aggregate cost in any Fiscal Year in excess of $1 million]; (m) any acquisitions or dispositions by the JVC, other than in accordance with a provision of an approved Work Plan and Budget, of any assets, including any property, business, corporation (or other entity or division thereof), having an aggregate value in any Fiscal Year in excess of $$500,000, other than sales of inventory in the ordinary course of business; (n) any expenditures totalling more than $2 million for expansion of beneficiation plants; (o) any Encumbrance on the properties or material assets of the JVC, other than (i) any Encumbrance or debt in accordance with an Approved Financing Plan, (ii) any debt incurrence approved by way of Special Appro...
Matters Requiring Special Approval. Notwithstanding any other provision of this Agreement and in addition to any requirements imposed by applicable law, no obligation of the Company or any of its subsidiaries will be entered into, no decision will be made, and no action taken by or in respect of the Company or any of its subsidiaries with respect to the following matters without the prior written approval of Rineon: (a) any change in the membership of the Board of the Directors of the Company serving as of the Effective Date; (b) any change in the Company’s senior executive officers or management serving as of the Effective Date; (c) the issuance of any capital stock of the Company or any other securities convertible into or exercisable or exchangeable for capital stock of the Company; (d) the incurrence of any indebtedness in an amount exceeding $500,000 at any one time or exceeding $2,500,000 in the aggregate; (e) any change in the fundamental nature of the business of the Company and its subsidiaries, as being conducted as of the Effective Date; (f) the acquisition by the Company of the securities or assets of any Person which is not an Affiliate of the Company; (g) any change in Memorandum and Articles of Association of the Company or in the Certificate of Designations that would create, alter or change the rights, preferences or privileges of any class of the Ordinary Shares or the Series A Preferred Shares or the taking of any other action that would alter or change the rights, preferences or privileges of any class of the Ordinary Shares or the Series A Preferred Shares; (h) the taking of any steps to wind-up, dissolve or terminate the corporate existence of the Company or any Subsidiary, or any act of bankruptcy in relation to the Company or any Subsidiary; (i) the amalgamation, merger, reorganization or consolidation of the Company or any Subsidiary or the sale, lease, assignment, lending, giving, licensing, transfer or otherwise disposing of all or substantially all of the assets of the Company or any Subsidiary; (j) the share price, valuation and other terms of any new issuance of shares of the Company, including the identity of all new Shareholders, except with respect to Permitted Transfer(s); and (k) entering into, termination, renewal, amendment or modification of any agreement between a Shareholder (or any person related to or an Affiliate of such Shareholder) and the Company or any Subsidiary of the Company.
Matters Requiring Special ApprovalNotwithstanding Article 8.5 above, the following matters shall require a supermajority (>70%) vote of the Participants: (a) sale, conveyance, transfer, joint venture, or other disposition of all or substantially all of the Properties or Assets; and (b) incurrence of project debt financing or creation of any other material burdens or Encumbrances with respect to the Assets.
Matters Requiring Special ApprovalNotwithstanding any other provision in this Agreement to the contrary, any action of the Company or any of its subsidiaries with respect to any of the following matters shall require the approval of at least one director designated by Hitachi and at least one director designated by Deere: (a) the approval of annual financial statements and policies relating to the investment or allocation of surplus funds and creation of reserve accounts; (b) the approval of annual business, strategic, and manufacturing plans and annual capital budgets; (c) the making of any investment in the equity or debt securities of another corporation or in any partnership or other enterprise (other than temporary investment of cash in money market instruments); (d) the formation, dissolution, merger or consolidation of any subsidiary of the Company; (e) the making of any material capital expenditure not otherwise provided for in an annual business plan or annual capital budget that has been approved by the Board of Directors pursuant to this Section 4.3; (f) the extension of any material credit, including the lending of funds by the Company, to another person or entity other than in the ordinary course of the business of the Company or to a wholly-owned subsidiary of the Company; (g) the establishment or closure of any place of business of the Company that would be (at the time of establishment) or is (immediately prior to the time of proposed closure) a material part of the business of the Company; (h) the merger or consolidation of the Company with another entity including any subsidiary of the Company; (i) the voluntary bankruptcy, liquidation or dissolution of the Company; (j) the declaration or payment of any dividends; (k) the issuance of any equity security, including but not limited to any warrant, stock option or convertible debt, to any person or entity; (1) the transfer of any material asset of the Company or of any of its subsidiaries other than in the ordinary course of business to any Shareholder or to any other person or entity;
Matters Requiring Special Approval 

Related to Matters Requiring Special Approval

  • 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.

  • Required Consent In addition, without limiting the generality of Section 4.2(a), except as required by the terms of this Agreement, by Legal Requirements or by the terms of any Contract in effect on the date hereof and made available to Company or as provided in Section 4.2 of the Parent Disclosure Schedule, without the prior written consent of Company, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time of the First Merger, Parent shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following: (i) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock other than a cash management transaction between Parent and a wholly owned Subsidiary of it, or between wholly owned Subsidiaries of Parent in the ordinary course of business consistent with past practice; (ii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, except repurchases of shares at cost in connection with the termination of the employment relationship with any Parent Employee pursuant to stock option or purchase Contracts in effect on the date hereof or entered into in the ordinary course of business after the date hereof; (iii) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, or any securities convertible into shares of capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into shares of capital stock, or enter into other agreements or commitments obligating it to issue any such securities or rights, other than: (A) issuances of Parent Common Stock upon the exercise of Parent Options, warrants or other rights of Parent or the settlement of Parent Restricted Stock Units existing on the date hereof in accordance with their present terms or granted pursuant to clause (B) hereof, (B) grants of stock options or other stock based awards (including restricted stock and Parent Restricted Stock Units) of or to acquire, shares of Parent Common Stock granted under the Parent Stock Plans in effect on the date hereof, in each case (x) in the ordinary course of business consistent with past practice and (y) with respect to stock options, granted with an exercise price equal to the fair market value of Parent Common Stock on the date of grant, provided that the total number of shares of Parent Common Stock issuable upon all such stock-based awards may not exceed 800,000 shares, (C) warrants to acquire not more than 1 million shares of Parent Common Stock that may be issued to prospective retailers, content providers or other strategic partners and (D) the Charter Amendment; (iv) Cause or permit any amendments to any of the Parent Charter Documents except the Charter Amendment; (v) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in all or a portion of the assets of, or by any other manner, any business or any Person or division or product line thereof, or otherwise acquire or agree to acquire any assets that, in each such case, are material, individually or in the aggregate, to the business of Parent and its Subsidiaries, taken as a whole; (vi) Sell, lease, exclusively license, encumber or otherwise convey or dispose of any properties or assets material to the business of Parent and its Subsidiaries, taken as a whole, except (A) sales of inventory, products or equipment in the ordinary course of business consistent with past practice or (B) the sale, lease or disposition of excess or obsolete property or assets in the ordinary course of business consistent with past practice, in each case, which are not material, individually or in the aggregate, to the business of Parent and its Subsidiaries taken as a whole; (vii) Make any loans, advances or capital contributions to any Person, other than: (A) loans or investments by it or a wholly owned Subsidiary of it to or in it or any wholly owned Subsidiary of it, (B) employee loans or advances for travel and entertainment expenses made in the ordinary course of business consistent with past practice or (C) pursuant to clause (v) above; (viii) Except as required by GAAP or the SEC, materially revalue any of its assets; (ix) Except as set forth in Section 4.2(b) to Parent Disclosure Schedule, pay, discharge, settle or satisfy any threatened or actual litigation or any dispute that would reasonably be expected to lead to litigation (whether or not commenced prior to the date of this Agreement), other than (x) the payment, discharge, settlement or satisfaction, solely for cash in amounts not exceeding $500,000 individually or $1 million in the aggregate, net of any insurance proceeds received in connection with such payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice, or (y) the discharge, settlement or satisfaction of any such litigation or dispute that does not involve any payment by Company or any of its Subsidiaries and does not impose any obligation on Company or any of its Subsidiaries (other than a non-exclusive license of Intellectual Property that is not material to Company and its Subsidiaries, taken as a whole); (x) Take any action to render inapplicable, or to exempt any third Person (other than Company) from any state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares of capital stock; (xi) Transfer or license to any Person or otherwise extend, amend or modify in any material respect any rights to Parent IP, or enter into any Contracts or make other commitments to grant, transfer or license to any Person material future Parent IP rights, in each case, other than non-exclusive licenses granted to customers, resellers and end users in the ordinary course of business consistent with past practices; (xii) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any “keep well” or other Contract to maintain any financial statement condition of any other Person (other than any wholly owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, in all cases to the extent the amount thereof would exceed $10 million in the aggregate, other than (A) guarantees and letters of credit issued to suppliers of Company or any of its Subsidiaries in the ordinary course of business or (B) in connection with the financing of ordinary course trade payables, in either case consistent with past practice; (xiii) Other than as expressly contemplated by this Agreement, appoint a new member of the board of directors of Parent; (xiv) Take any action that is intended or would reasonably be expected to result in any of the conditions to the First Merger set forth in Article VI not being satisfied; (xv) Enter into any new line of business material to Parent and its Subsidiaries, taken as a whole; (xvi) Fail to use commercially reasonable efforts to maintain in full force and effect insurance coverage substantially similar to insurance coverage maintained on the date hereof; or (xvii) Agree in writing to take any of the actions described in (i) through (xvi) above.

  • Prior Approval Required Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

  • No Conflicts; Required Consents Except for the Required ------------------------------- Consents, the execution and delivery by Buyer, the performance of Buyer under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Buyer is a party do not and will not (a) violate any provision of the charter or bylaws of Buyer, (b) violate any Legal Requirement, (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person or (d) (i) violate or result in a breach of or constitute a default under (without regard to requirements of notice, lapse of time or elections of any Person or any combination thereof), (ii) permit or result in the termination, suspension, modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Buyer under, or (iv) result in the creation or imposition of any Encumbrance under, any instrument or other agreement to which Buyer is a party or by which Buyer or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications and accelerations as would not, individually or in the aggregate, have a material adverse effect on the validity, binding effect or enforceability of this Agreement or on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a party.

  • Required Governmental Approvals All governmental authorizations, consents and approvals necessary for the valid consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect. All applicable governmental pre-acquisition filing, information furnishing and waiting period requirements shall have been met or such compliance shall have been waived by the governmental authority having authority to grant such waivers.

  • No Conflict; Required Consents Except for the Required Consents, all ------------------------------ of which are listed on SCHEDULE 5.3, the execution and delivery by Seller, the performance of Seller under, and the consummation of the transactions contemplated by, this Agreement and the Transaction Documents to which Seller is a party do not and will not: (a) violate any provision of the Partnership Agreement of Seller; (b) violate any Legal Requirement; (c) require any consent, approval or authorization of, or filing of any certificate, notice, application, report or other document with any Governmental Authority or other Person; or (d) (i) violate or result in a breach of or default under (without regard to requirements of notice, lapse of time, or elections of any Person, or any combination thereof), (ii) permit or result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or (iv) result in the creation or imposition of any Encumbrance under any Seller Contract or any other instrument evidencing any of the Assets or by which Seller or any of its assets is bound or affected, except for purposes of this clause (d) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, and accelerations as would not, individually or in the aggregate, have a material adverse effect on any System, the Business or Seller, the validity, binding effect or enforceability of this Agreement or on the ability of Seller to perform its obligations under this Agreement or the Transaction Documents to which Seller is a party.

  • Actions Not Requiring Proper Instructions Unless otherwise instructed by the Trust, the Custodian shall with respect to all Securities held for the Fund: (a) Subject to Section 9.04 below, collect on a timely basis all income and other payments to which the Fund is entitled either by law or pursuant to custom in the securities business; (b) Present for payment and, subject to Section 9.04 below, collect on a timely basis the amount payable upon all Securities which may mature or be called, redeemed, or retired, or otherwise become payable; (c) Endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; (d) Surrender interim receipts or Securities in temporary form for Securities in definitive form; (e) Execute, as custodian, any necessary declarations or certificates of ownership under the federal income tax laws or the laws or regulations of any other taxing authority now or hereafter in effect, and prepare and submit reports to the IRS and the Trust at such time, in such manner and containing such information as is prescribed by the IRS; (f) Hold for the Fund, either directly or, with respect to Securities held therein, through a Book-Entry System or Securities Depository, all rights and similar Securities issued with respect to Securities of the Fund; and (g) In general, and except as otherwise directed in Proper Instructions, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with Securities and other assets of the Fund.

  • Board Approval; Vote Required (a) The BCAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

  • Required Notifications Each Grantor shall promptly notify the Administrative Agent, in writing, of: (i) any Lien (other than Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder and (ii) the occurrence of any other event which could reasonably be expected to have a material impairment on the aggregate value of the Collateral or on the security interests created hereby.

  • Requisite Governmental Approvals No Consent of any Governmental Authority is required on the part of Parent, Merger Sub or any of their Affiliates in connection with the (a) execution and delivery of this Agreement by each of Parent and Merger Sub; (b) performance by each of Parent and Merger Sub of their respective covenants and obligations pursuant to this Agreement; or (c) consummation of the Merger, except (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Authorities to satisfy the applicable Laws of states in which the Company and its Subsidiaries are qualified to do business; (ii) such filings and approvals as may be required by any federal or state securities Laws, including compliance with any applicable requirements of the Exchange Act; (iii) compliance with any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws; and (iv) such other Consents the failure of which to obtain would not, individually or in the aggregate, have a Parent Material Adverse Effect.