Matters Requiring Unanimous Approval. The following matters will require unanimous approval of the partners: (i) any change to the financial year of the Partnership; (ii) the dissolution of the Partnership; (iii) the transfer or encumbrance of the nominal general partner interest to be issued to HWDM; (iv) replacing HWDM as the general partner of the Partnership; or (v) the Partnership entering into any contractual arrangement with any partner or related entity of any such partner.
Matters Requiring Unanimous Approval. Except as otherwise provided by this Agreement, the Management Committee shall have exclusive authority to determine all management matters related to this Agreement. Notwithstanding any other provision of this Agreement, the following shall require the unanimous approval of the Management Committee: Any Program and Budget proposing an increase in operating costs of more than 25% over the previous approved Program and Budget. Changing the fiscal year end of the Venture. Selling all or substantially all of the Properties. Entering into any related party transaction. Entering into any acquisition or investment other than in the ordinary course of business. Disposing of any material property or assets other than in the ordinary course of business. Executing and delivering any agreement with respect to the Properties. The matters set forth in this section shall not require the unanimous approval of the Management Committee if one Participant's Participating Interest becomes less than 20%.
Matters Requiring Unanimous Approval. The following matters ------------------------------------ shall require the affirmative vote or written
(a) any increase or decrease in the size of the Board;
(b) annual business plans of the Company and the Company Projects and any material changes thereto; (c) any decision to make an investment in or pursue any joint ventures or projects, or any decision to make any additional investment in any of the Company Projects;
Matters Requiring Unanimous Approval. Notwithstanding anything to the contrary (other than Section 10.8), the unanimous approval of all Directors shall be required for each of the matters listed in Schedule 4. Without limiting the generality of the foregoing, the Members and the JV Company shall take all necessary actions to implement the foregoing, including but not limited to, effecting any amendments to the Articles of Incorporation and other constitutional documents of the JV Company, to ensure that the unanimous approval of all Directors is required to adopt any of the matters set out in Schedule 4.
Matters Requiring Unanimous Approval. On the following matters of major concern to the Joint Venture, action shall only be taken pursuant to Consent in the form of resolutions adopted by a unanimous vote or consent of all of the Directors of the Joint Venture:
(a) Approval of any agreements, documents or other arrangements between or involving any affiliate or employee of the Joint Venture thereof, as well as any amendment, consent or waiver with respect to such arrangements.
(b) Approval of, and amendment to, any budgets, assessments or financial plans.
(c) Approval of any merger into or with or acquisition of all or part of the business of another person or third Party.
(d) Any sale, transfer, license or Joint Venture of the QES2000 Systems Technology or business.
(e) All transactions regarding buildings and land, including the lease, purchase, sale and mortgage thereof.
(f) Providing loans, guarantees, or other extensions of credit other than in the ordinary course of business.
(g) Liquidation, dissolution, winding up or voluntary bankruptcy of the Joint Venture.
(h) Change in the Business Plans.
(i) Any change in the location of the Registered or Administrative Offices of the Joint Venture.
(j) Any material change in the business of the Joint Venture.
(k) The borrowing of funds by the Joint Venture. All disputes in connection with this agreement or the formal contract or a deadlock of the above matters shall be decided by the American Arbitration Association, in an arbitration proceeding in accordance with its then prevailing rules applicable to commercial arbitrations. The arbitration shall take place in Las Vegas of the State of Nevada, and the decision of the arbitrator(s) shall be binding and final upon the Parties, and its decision shall be enforceable as a judgment in a court of competent jurisdiction. The cost of such arbitration shall be shared equally between the Parties hereto, except that each Party shall pay its own attorney and witness fees unless the arbitrator determines that a Party has acted in bad faith, in which event the entire cost of the arbitration, including the reasonable attorney fees of the prevailing Party, shall be borne by the Party determined by a majority of the arbitrators to have acted in bad faith.
Matters Requiring Unanimous Approval. Notwithstanding anything in this Agreement to the contrary, the following Company actions require the unanimous approval of the Members:
(a) the admission of a new Member;
(b) permitting a Transfer of an Interest other than to a Member;
(c) requiring a Member to contribute any additional amount to the Company or loan funds to the Company;
(d) permitting a Member to withdraw any part of its Capital Account or receive any distribution of capital;
(e) adjusting the Percentage Interest of any Member (except a proportional adjustment due to a Transfer) or the right of any Member to receive a distribution;
(f) designating any committee of Members, and the members of such committee;
(g) distributions to Members other than annual distributions of Net Cash Flow and determination of the amount of reserves in calculating the annual distribution of Net Cash Flow;
(h) compensation, whether in the form of salary, bonus or otherwise, of Members and officers of the Company;
(i) election of officers of the Company;
(j) the sale, lease, exchange or transfer of all or substantially all of the assets of the Company;
(k) the merger or consolidation of the Company with or into any other Person;
(l) the borrowing of any money or the incurrence of any Company debt other than trade payables;
(m) the making of any capital expenditure or the purchase of any capital asset (except in accordance with the Business Plan);
(n) the mortgage, assignment, pledge or hypothecation of, or grant of a lien on or security interest in, any of the Company’s property and assets;
(o) the entering into of any services agreement with an affiliate of the Company;
(p) the delegation to a Member or officer of the Company of the authority to take any action on behalf of the Company that is subject to this Section 5.3.
(q) any transaction involving the Company and a Member who will benefit from the transaction;
(r) the dissolution of the Company or the determination of any plan for winding up the business and affairs of the Company or liquidating the assets of the Company after dissolution;
(s) the filing by the Company of a petition in bankruptcy or the taking of any other action by the Company in relief from creditors or under any bankruptcy or insolvency law.
(t) the conversion of the Company into another form of business entity.
(u) the acquisition or operation of any business other than entering into Derivative Transactions;
(v) the entry of the Company into any other material transactions or Company pa...
Matters Requiring Unanimous Approval. The following will require unanimous approval of the Board members: (a) the addition of new members to this Agreement pursuant to Section 6.5.2; (b) approval of the annual budget; (c) amendments to this Agreement and/or the Bylaws; (d) expulsion of any party to this Agreement pursuant to Section 7.5; and/or (e) dissolution of Agency.
Matters Requiring Unanimous Approval. Provided that the New Shareholder shall have subscribed for and paid in full the consideration of US$3,235,560 for the 3,500 Shares, the parties hereto agree that Section 5.4 of the Shareholders' Agreement shall be amended by adding after paragraph (l) the following paragraphs:
Matters Requiring Unanimous Approval. The following require unanimous written approval of the Management Committee:
4.5.1 Any amendments to this Agreement.
4.5.2 Sale of Properties or Capital Expenditures in excess of $100,000.00 per calendar quarter.
4.5.3 Incurring debts in excess of $100,000.00 per calendar quarter or granting of any security interests in the Assets, other than as specifically provided for in this Agreement.
4.5.4 Filing lawsuits in the name of the Company against third parties, except where the Manager or the Mine General Manager reasonably believes that emergency action (such as the filing of a request for a temporary restraining order or a preliminary injunction) is necessary.
4.5.5 Expanding the rate of Production of Products by an amount costing more than 75% of the Net Cash Flow of the Company during any period of time, which period also requires unanimous agreement.
4.5.6 Acquisition of Assets in excess of $100,000.00 per calendar quarter, other than as specifically provided for in this Agreement.
4.5.7 Payment of consulting fees to any third party other than one of the Members in excess of $25,000 per calendar quarter (on an aggregate basis).
4.5.8 Distributions to the Members, except to the extent specifically provided for in Article VIII.
4.5.9 Any amendments to the GPM or WEG Contribution Agreements.
4.5.10 Any amendments to the Underlying Agreements.
4.5.11 The addition of a new Member.
4.5.12 Any non-arm’s-length agreement or transaction involving expenditures by the Company in excess of $100,000.
4.5.13 Any agreements the Company enters into for the sale of Products, including derivative agreements.
4.5.14 Any Project Financing.
Matters Requiring Unanimous Approval. 15 8.7 PARTICIPANT MAY REQUIRE OPERATIONS TO BE SHUT DOWN..........16 8.8
