Matters Requiring Unanimous Consent. Notwithstanding the terms of Section 10.01(a), no amendment or waiver of any provision of this Agreement or any other Loan Document, no agreement to forebear from acting upon any departure by the Company therefrom, and no consent with respect to any departure by the Company therefrom, shall be effective to do any of the following, unless the same is in writing and signed by all the Lenders:
(i) increase the Commitment of any Lender;
(ii) postpone or delay any date fixed for any payment of principal, interest, fees or other amounts due hereunder or under any Loan Document whether by acceleration or otherwise;
(iii) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any Loan Document;
(iv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans required for the Lenders or any of them to take any action hereunder;
(v) amend Section 2.15 (Sharing of Payments, Etc.), Section 6.10 (Use of Proceeds), Section 8.02 (Remedies), Section 10.15 (Governing Law and Jurisdiction) or this Section 10.01;
(vi) release any portion of the Collateral; or
(vii) release any guarantor from liability under the REIT Guaranty Documents.
Matters Requiring Unanimous Consent. Notwithstanding anything in this Agreement to the contrary, the Management Committee will have no power to act in any of the following matters except by the unanimous consent of the Joint Venture Parties:
(a) subject to clause 16, the sale or transfer of any Joint Venture Property other than in the ordinary course of business;
(b) the expansion of Exploration outside the area the subject of the Property;
(c) unless included in a budget, decisions to incur any indebtedness for borrowed money on behalf of the Joint Venture in relation to the Property, other than credit of less than $25,000 obtained in the ordinary course of business for the acquisition of goods and/or services; and
Matters Requiring Unanimous Consent. Notwithstanding the terms of Section 10.1(a), no amendment or waiver of any provision of this Agreement or any other Loan Document, no agreement to forebear from acting upon any departure by Borrower therefrom, and no consent with respect to any departure by Borrower therefrom, shall be effective to do any of the following, unless the same is in writing and signed by all the Lenders:
(i) change the Commitment of any Lender (other than ratable changes as contemplated by this Agreement;
(ii) postpone or delay any date fixed for any payment of principal, interest, fees or other amounts due hereunder or under any Loan Document whether by acceleration or otherwise;
(iii) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any Loan Document;
(iv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans required for the Lenders or any of them to take any action hereunder;
(v) amend or waive Section 2.1(a)(iv) (Extension of Revolver Maturity Date; Conversion), Section 2.13 (Unencumbered Asset Pool; Additions, Substitutions and Exclusions of Properties), Section 2.15 (Sharing of Payments, Etc.), Section 3.1 (Taxes), Section 3.2 (Illegality), Section 3.3 (Increased Costs and Reduction of Return), Section 4.3 (Conversion Conditions), Section 6.10 (Use of Proceeds), Section 7.16 (Financial Covenants), Section 8.2 (Remedies), Section 10.15 (Governing Law and Jurisdiction) or this Section 10.1 (or the related definitions thereto);
(vi) release any guarantor from liability under the REIT Guaranty Documents.
Matters Requiring Unanimous Consent. Notwithstanding anything to the contrary contained in this Agreement, the consent of both Bloom Energy and SK shall be required for each of the actions of the JV Company listed in Schedule 3. 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 affirmative vote of both Bloom Energy and SK at a General Meeting is required to adopt any of the items set out in Schedule 3.
Matters Requiring Unanimous Consent. Notwithstanding anything to the contrary contained in this Agreement, the consent of all Members shall be required for each of the following actions of the JV Company:
Matters Requiring Unanimous Consent. The Shareholders shall exercise all voting rights and other powers of control available to them so as to procure that the Company shall not, save with the unanimous consent of the Shareholders:
11.1 enter into any transaction except those contemplated by this Shareholders’ Agreement;
11.2 create any Security Interest over the whole or any part of the undertaking, property or assets of the Company;
11.3 borrow any sum in excess of $ 10,000 except as contemplated by this Shareholders’ Agreement;
11.4 sell, transfer, lease, assign, or otherwise dispose or offer to dispose of any part of the undertaking, property and/or assets of the Company;
11.5 make any loan or advance or give credit in excess of $ 10.000;
11.6 issue any un-issued shares or create or issue new shares;
11.7 alter any rights attaching to any class of shares in the capital of the Company;
11.8 consolidate, subdivide or convert any of its share capital or in any way alter the rights attaching thereto;
11.9 enter into any arrangement with creditors generally or do or permit or suffer to be done any act or thing whereby the Company may be wound up (whether voluntarily or compulsorily);
11.10 issue any debentures or other securities convertible into shares or debentures or any share warrants or any options in respect of shares;
11.11 hold any meeting of Shareholders or purport to transact any business at any such meeting unless there shall be present duly authorised representatives or proxies for each of the Shareholders;
11.12 carry on any part of the Business except through the Company;
11.13 appoint (except for the reappointment of the existing auditors) or remove its auditors;
11.14 adopt any new accounting policy or practice or make any material change to any of the accounting policies and practices of the Company or the Accounting Date, except as required by law or to comply with a new accounting standard;
11.15 make any material change to any of the insurance policies maintained by the Company;
11.16 commence or settle any litigation or arbitration proceedings;
11.17 enter into discussions or negotiations with a view to carrying on a new business or changing any business materially, disposing of any substantial part of its assets and/or business, purchasing the assets, business or share capital, wind up any company, list any share capital on any stock exchange or refinance any of its borrowings; and
11.18 Materially amend or terminate the Management Agreement.
Matters Requiring Unanimous Consent. REGISTERED OFFICE, SECRETARY, AUDITORS, FINANCIAL YEAR, ACCOUNTS.....................................16 7.
Matters Requiring Unanimous Consent. Not withstanding the terms of Section 10.01(a), no amendment or waiver of any provision of this Agreement or any other Loan Document, no agreement to forebear from acting upon any departure by the Company therefrom, and no consent with respect to any departure by the Company therefrom, shall be effective to do any of the following unless the same is in writing and signed by all the Banks:
(i) increase the Bridge Commitment of any Bank;
(ii) postpone or delay any date fixed for any payment of principal, interest, fees or other amounts due hereunder or under any Loan Document whether by acceleration or otherwise;
(iii) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any Loan Document;
(iv) change the percentage of the Bridge Commitments or of the aggregate unpaid principal amount of the Loans required for the Banks or any of them to take any action hereunder;
(v) amend Section 2.16 (
Matters Requiring Unanimous Consent. Except (a) prior to the Changeover Date, with the prior written consent of all of the Lenders, or (b) on or after the Changeover Date, with the prior written consent of all of the High Yield Hedging Banks, the Security Agent shall not have authority on behalf of the Beneficiaries:
(a) to agree with any Charging Entity any amendment or waiver that has the effect of changing or which relates to:
(i) (prior to the Changeover Date only) any of the items set out in Clause 25.2(a) (Exceptions) of the New Facility Agreement; and
(ii) (on or following the Changeover Date) (b)an extension to the date of payment of any amount of principal or interest payable under any Security Agent Security Document, (c)this Clause 2.5, (d)the definition of Majority Hedging Banks or (e)a change to any provision of any Security Agent Security Document which expressly requires the consent of all the High Yield Hedging Banks; or
Matters Requiring Unanimous Consent. Except (a) prior to the Facility A Refinancing Date, with the prior written consent of all of the Lenders, or (b) on or after the Facility A Refinancing Date but prior to the Changeover Date, with the prior written consent of all of the 2004 Lenders, or (c) on or after the Changeover Date, with the prior written consent of all of the Senior Hedging Banks and all of the High Yield Hedging Banks, the Security Agent shall not have authority:
