Quorum for Approval Sample Clauses

Quorum for Approval. All matters in any Lenders’ Meeting shall depend on the approval by: I. the Requisite Lenders, in connection with: (a) any matters other than those set forth in clauses II, III and IV below; (b) the acceleration of all Total Obligations or the waiver of a Default or an Event of Default; or (c) the adoption of any Enforcement Measure, subject to Section 5 below; II. the respective Lender, in connection with any amendment or waiver to: (a) reduce the Principal, Interest, Prepayment Cost or any fees payable pursuant to a CCB held by such Lender (it being understood that any amendment or waiver of (x) any Default, Event of Default or mandatory prepayment relating to any Asset Sale or Insurance Event shall not constitute a reduction in Principal, Interest Prepayment Costs or fees payable and (y) the pro rata application of any voluntary prepayment shall be governed by clause III below, item (c)); or (b) extend any scheduled date of payment of the Principal, Interest, Prepayment Cost or any fees payable pursuant to a CCB held by such Lender (it being understood that any amendment or waiver of any Default, Event of Default or mandatory prepayment relating to any Asset Sale or Insurance Event shall not constitute an extension of a scheduled date for the payment of Principal, Interest Prepayment Costs or fees payable); III. each Lender, in connection with any amendment or waiver to: (a) change any scheduled date of payment of the Principal, Interest, Prepayment Cost or any fees payable pursuant to the CCBs (other than as provided by clause II above, subclause (b)); (b) change, amend or waive any provision with respect to the application of any mandatory prepayment of the Loans among the Lenders or among the Loans, the Bond Financing and any other Pari Passu Indebtedness; (c) impair the legal rights of the Lenders expressly set forth in the Loan Documents to receive payment of the Principal of any Loan, or any Interest thereon, including without limitation, on a pro rata basis with the other Lenders, pursuant to Section 3 above (subject to the exceptions referred to therein); (d) release any payment obligation of the Borrower or any Guarantor, except as specifically set forth in Section 8.3 of each CCB; (e) release any Guarantor from its obligation under any Guarantee, except as specifically set forth in Section 8.3 of each CCB; (f) increase the Commitment of any Lender; (g) make any payment of amounts due pursuant to a CCB held by such Lender in a currency other th...
Sample 1
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Quorum for Approval. Resolutions at meetings of the Board shall be adopted in accordance with the quorums established by the By-laws and in accordance with the provisions of this Agreement, except with respect to the matters listed below, for which the affirmative vote of the Investor’s Director will be required in a Previous Meeting for so long as the Investor is a Qualified Investor: (i) the entry into, amendment, termination or waiver under or in respect of any contract or commitment entered into between (a) the Company, and (b) its chief executive officer or the chief financial officer (for as long as they are Related Parties) or any of their respective Associates; provided that the foregoing shall not apply for employment agreements on standard market terms and conditions; (ii) acquisition of any real estate property (in any one transaction or any series of related transactions in any year) for any amount higher than R$10,000,000.00; (iii) the entry into, amendment, termination or waiver under or in respect of any contract or commitment entered into between (a) the Company, and (b) any of the Related Parties or any of their respective Associates; provided that the foregoing shall not apply to (i) sales of fertilizers by the Company to the Related Parties and/or their Associates (or to farms owned by any of the foregoing) in accordance with the Company’s past practices, and/or (ii) employment agreements, both (i) and (ii) on standard market terms and conditions; (iv) the entry into any contract or arrangement for new indebtedness that, when added to the indebtedness of the Company outstanding on the applicable contract or arrangement date, would increase the Company’s total indebtedness to an amount higher than 40% (forty per cent) of the Company’s gross revenues included in the last audited yearly financial statements of the Company; (v) the creation of liens, charges or other security interests over the Company’s properties included as permanent assets in the Company’s financial statements where such liens, charges and security interests secure liabilities and obligations in an amount (in aggregate) higher than 4% (four per cent) of the Company’s gross revenues for the immediately preceding fiscal year; and (vi) the appointment or replacement of the Company’s auditors, provided that the foregoing shall not apply to the appointment or replacement of the auditors by one of the following: PricewaterhouseCoopers, KPMG, Deloitte & Touche or Ernst & Young.
Sample 1
Quorum for Approval. Resolutions at the Shareholders’ meetings shall be adopted in accordance with the By-laws, except with respect to the matters listed below, for which the affirmative vote of the Investor will be required for so long as the Investor is a Qualified Investor, in which case the matters shall be previously discussed on the Board level, which board shall give its opinion before the relevant Shareholders Meeting is called; (i) amending the by-laws, if the proposed amendment would, after implementation, impair or prejudice the rights of the Investor; (ii) filing for bankruptcy (falência), or for judicial or non-judicial recovery (recuperação judicial ou extrajudicial); (iii) liquidating or dissolving the Company and terminating the liquidation status; and (iv) any material change to the Company’s corporate purpose. 5.1.1 For the purposes of Section 5.1 (i), if on or before the relevant Previous Meeting, prior to any such Shareholders Meeting, Investor informs or sends notice to the Controlling Shareholders informing that any purported amendment of the By-laws could impair or prejudice the rights of the Investor, the Controlling Shareholders shall cause the Company not to call the relevant meeting until the Parties have come to a conclusion. Should the meeting be called by a Person that is not a party to this Agreement (or not Controlled by a Party hereto), the Controlling Shareholders undertake to cast their votes in such a manner as to reject the proposed amendment to the bylaws.
Sample 1

Related to Quorum for Approval

  • Director Approval The Board of Directors of Holdings shall have approved this Agreement and the transactions contemplated herein.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Application for approval 3.1. The application for approval of a vehicle type with regard to the AEBS shall be submitted by the vehicle manufacturer or by his authorised representative. 3.2. It shall be accompanied by the documents mentioned below in triplicate: 3.2.1. A description of the vehicle type with regard to the items mentioned in paragraph 2.4., together with a documentation package which gives access to the basic design of the AEBS and the means by which it is linked to other vehicle systems or by which it directly controls output variables. The numbers and/or symbols identifying the vehicle type shall be specified. 3.3. A vehicle representative of the vehicle type to be approved shall be submitted to the Technical Service conducting the approval tests.

  • Requests for Approval If the Administrative Agent requests in writing the consent or approval of a Lender, such Lender shall respond and either approve or disapprove definitively in writing to the Administrative Agent within ten Business Days (or sooner if such notice specifies a shorter period for responses based on Administrative Agent’s good faith determination that circumstances exist warranting its request for an earlier response) after such written request from the Administrative Agent. If the Lender does not so respond, that Lender shall be deemed to have approved the request.

  • Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Member Approval The “vote” or “approval” of the Members shall mean approval by a majority percentage of Membership Interest. Members shall vote or approve by their percentage interest as shown on Exhibit A of this Agreement. No annual or regular meetings of the Members are required. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act.

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Prior Approval The Engineer shall not assign, subcontract or transfer any portion of professional services related to the work under this contract without prior written approval from the State.

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