Regular Board Matters Sample Clauses

Regular Board Matters. The following matters shall require reference to and approval of the Board of Managers (although the following are not subject to approval by the Conflict Committee): (i) Adopting or amending in any material respect the annual business plan and the annual budget, including the capital expenditure budget; (ii) Commencing or settling any litigation where the amount sought (in the case of commencement) or the amount to be paid or received by the Company (in the case of settlement) exceeds US$3,000,000; provided, however, that in determining whether any such amount exceeds US$3,000,000, any amounts that are insured or subject to a third party indemnity shall be disregarded; provided, further, however, that the Board of Managers shall be given notice of any litigation or settlement (other than with respect to any matter which is subject to or involves any indemnity from Ciba Specialty Chemicals Holdings Inc. or any of its Affiliates) where the amount sought (in the case of commencement of litigation) or the amount to be paid or received by the Company (in the case of settlement) exceeds $10 million; (iii) Any change to the accounting policies of the Company that has the effect of materially altering the reported results of the Company (other than changes required by US GAAP); (iv) Amendment of (x) this Agreement (other than Section 5.15) or the Company's Certificate of Formation in any manner that would not have a material adverse effect on the rights attributable to the Interests of the Minority Investors that would be disproportionate (taking into account any disproportionality in the respective rights of the Minority Investors and Holdco 1 prior to such amendment) to the effect such amendment would have on the rights attributable to the Interest of Holdco 1 or (y) Section 5.15, subject in the case of this clause (y) to Section 5.15(f); (v) Proposed entry by the Company into any material joint venture, partnership or consortium; (vi) Any issuance of additional equity interests in the Company (including the issuance of any securities convertible into equity interests in the Company); (vii) Any redemption, repurchase, retirement or other acquisition for value of any equity interest in the Company; (viii) Adoption of audited accounts; and (ix) Appointing or removing any person as Chief Executive Officer, Chief Financial Officer or other member of the senior executive management of the Company.