Matters Requiring the Approval of the Board of Directors. Notwithstanding any other term of this Agreement, without first obtaining the approval of a majority of the Board of Directors, at a meeting duly held, or by a written act of such Directors in lieu of a meeting, the Managers shall not:
(a) Appoint or remove an auditor;
(b) Obtain, incur or suffer an aggregate amount of debt other than in the ordinary course of its business in excess of $50,000; or
(c) Cause the Company to acquire shares of or any interest in any corporation or other legal entity, or create any partnership, joint venture or legal entity of which the Company is or will be a partner, member or similar participant.
Matters Requiring the Approval of the Board of Directors. Notwithstanding any provision of the Articles to the contrary, no action may be taken by or on behalf of the Company in connection with any of the following matters without the unanimous written approval of the Board of Directors:
(i) any sale, lease, pledge, assignment or other disposition of assets of the Company in an amount (in terms of consideration to be received by the Company) in excess of ¥1,000,000 in one transaction or a series of related transactions, other than as set forth in the most recently approved Business Plan;
(ii) the approval of any transaction or agreement between the Company and any Shareholder or any of their respective Affiliates (other than transactions or agreements expressly provided for or authorized by an FA Operative Document or the most recently approved Business Plan) or any amendment thereto (including the waiver of any material term thereof), other than any such transaction, agreement or amendment that contains generally available, arm's length commercial terms and is in an amount (in terms of payments to be made or the value of services or products to be provided or delivered) less than ¥1,000,000 for any single transaction or agreement or for substantially identical transactions within a 24 month period (or a waiver that does not materially adversely affect the rights and benefits of the Company), other than as set forth in the most recently approved Business Plan;
(iii) the purchase, lease, license or other acquisition of (A) personal property or services or (B) any list of capital equipment approved by the Shareholders, in each case in an amount (in terms of payments to be made or the value of services of products to be provided or delivered) exceeding ¥1,000,000 in any one transaction or a series of related transactions, other than as provided for in the most recently approved Business Plan;
(iv) the selection of attorneys, accountants, auditors and financial advisors;
(v) the adoption of accounting and tax policies, procedures and principles;
(vi) incurring any Indebtedness;
(vii) the hiring or termination of any employees referenced in Section 5.2(a) (Officers; Employees) who are not members of the SanDisk Team, if any;
(viii) the adoption of or changes to the forms of confidentiality, assignment or disclosure of intellectual property or employment agreements to be entered into between the Company and its employees;
(ix) the adoption of or changes to any employee benefit plan, including any incentive compensation...
Matters Requiring the Approval of the Board of Directors. Notwithstanding any provision of the Articles to the contrary, no action may be taken by or on behalf of the Company in connection with any of the following matters without the unanimous written approval of the Board of Directors:
Matters Requiring the Approval of the Board of Directors. Notwithstanding any provision of the Articles to the contrary, no action may be taken by or on behalf of the Company in connection with any of the following matters without the unanimous written approval of the Board of Directors:
(i) any sale, lease, pledge, assignment or other disposition of assets of the Company in an amount (in terms of consideration to be received by the Company) in excess of Y1,000,000 in one transaction or a series of related transactions, other than as set forth in the most recently approved Business Plan;
(ii) the approval of any transaction or agreement between the Company and any Unitholder or any of their respective Affiliates (other than transactions or agreements expressly provided for or authorized by an FP Operative Document or the most recently approved Business Plan) or any amendment thereto (including the waiver of any material term thereof), other than any such transaction, agreement or amendment that contains generally available, arm's length commercial terms and is in an amount (in terms of payments to be made or the value of services or products to be provided or delivered) less than Y1,000,000 for any single transaction or agreement or for substantially identical transactions
Matters Requiring the Approval of the Board of Directors. The JV Parties and the Joinder Parties shall use best efforts to cause each of the following actions to require the approval of the Board of Directors by resolution adopted in accordance with Section 5.1(i) above (which approval may be obtained through the adoption of a Business Plan by the Board of Directors in accordance with Section 7.5, provided, that the relevant Business Plan sets forth such action in reasonable detail):
Matters Requiring the Approval of the Board of Directors. Each of the following actions shall require the approval of the Board of Directors by resolution adopted in accordance with Section 5.1(i) above (which approval may be obtained through the adoption of a Business Plan by the Board of Directors in accordance with Section 7.5, provided, that the relevant Business Plan sets forth such action in reasonable detail):
(i) appointing or removing the Chairman or Vice Chairman of the Board of Directors and appointing or removing the President, the Executive Vice President or any Vice Presidents of the Joint Venture Company;
(ii) approving or amending any Business Plan;
(iii) issuing new Shares within the authorized capital of the Joint Venture Company;
(iv) determining long-term policies of the Joint Venture Company including substantial change in the organizational structure and business operation of the Joint Venture Company;
(v) determining employment terms, including compensation packages, of the President, the Executive Vice President and any Vice Presidents of the Joint Venture Company;
(vi) adopting or making any material changes to any employee benefit plan, including any incentive compensation plan;
(vii) entering into or amending any collective bargaining arrangements or waiving any material provision or requirement thereof; DLI-6195500v3 (viii) establishing Subsidiaries, opening and closing branch offices, acquiring or selling any equity interests in another Person, establishing new business sites and closing of existing ones;
Matters Requiring the Approval of the Board of Directors. The JV Parties shall use best efforts to cause each of the following actions to require the approval of the Board of Directors by resolution adopted in accordance with Section 5.1(i) above (which approval may be obtained through the adoption of a Business Plan by the Board of Directors in accordance with Section 7.5, provided, that the relevant Business Plan sets forth such action in reasonable detail):
(i) appointing or removing the Chairman and, once the position has been created, the Vice Chairman of the Board of Directors and appointing or removing the President and Executive Vice President of the Joint Venture Company nominated by the Chairman, and appointing or removing any Vice Presidents of the Joint Venture Company;
(ii) approving or amending any Business Plan, including the Annual Budget, any quarterly budgets, the production plan, the profit and loss plan, the capital investment plan and the financial plan;
(iii) issuing new Shares within the authorized capital of the Joint Venture Company or issuing equity-linked securities;
(iv) determining long-term policies of the Joint Venture Company, including substantial change in the organizational structure and business operation of the Joint Venture Company; DLI-6215523v12
(v) determining employment terms, including compensation packages of the President, the Executive Vice President, Vice Presidents and assistant Vice Presidents of the Joint Venture Company;
(vi) establishing Subsidiaries, opening and closing branch offices, acquiring or selling all or part of the assets of another entity or business, establishing new business sites and closing of existing ones;
(vii) setting the limits of authorities of various employment positions and approving the internal chart of authorities;
(viii) making capital expenditures (or a group of related capital expenditures) in an amount equal to or greater than [***] individually or [***] in the aggregate in any one Fiscal Quarter;
(ix) borrowing or lending to, or guaranteeing the obligations of, any Third Party;
(x) pledging or hypothecating, or creating any encumbrance or other security interest in, the Joint Venture Company’s assets;
(xi) issuing any debt securities of the Joint Venture Company;
(xii) entering into an agreement for the purchase, transfer, sale or any other disposal of assets valued at an amount greater than [***] other than transfers, sales or dispositions of assets in the ordinary course of business of the Joint Venture Company;
(xiii) entering...
