Significant Actions. (A) Any right to consent to any Significant Action (as such term is defined in the AIA SPV LLC Agreement) or Junior Significant Action or Senior Significant Action (as such terms are defined in the ALICO SPV Agreement) in accordance with Section 4.01(d) of the relevant SPV LLC Agreement (and, in the case of the ALICO SPV LLC Agreement, Section 4.01(e) of such agreement) shall be exercised by the Rights Holder. For purposes of Section 4.01(e) of the AIA SPV LLC Agreement and Section 4.01(f) of the ALICO SPV LLC Agreement, a Significant Action Request Notice shall be delivered to each Person then having the right to consent to the applicable action in accordance with the preceding sentence (at the notice address provided from time to time by such Person to the applicable SPV).
(B) If AIA proposes to take any Significant Action (as such term is defined in the AIA SPV LLC Agreement) with respect to itself or any of its Subsidiaries that is submitted to the approval of or adoption by the holders of the Equity Interests of AIA, then the AIA SPV shall not, and shall not permit any of its Subsidiaries to, vote any Equity Interests of AIA held by such Person in favor of such Significant Action without obtaining the prior written consent of the Rights Holder (in accordance with Section 4.01(e) of the AIA SPV LLC Agreement) (it being understood that the obligations of AIG and the AIA SPV with respect to any Significant Action by AIA or any of its Subsidiaries shall be limited to compliance with this paragraph).
Significant Actions. Unless otherwise specifically permitted by Company or Bank policy, Xxxxxxxxx agrees not to undertake, or authorize any other employee of the Company or Bank to undertake, any of the following actions, except with the prior written consent of the Company's Board (prior to becoming President and CEO of the Bank) or the written consent of the Bank Board (after becoming the Bank's President and CEO), which consent may be withheld in either Board's absolute discretion, or except as authorized by the Company's CEO in certain instances noted below:
(a) guarantee by the Company or Bank of any loans or indebtedness of any kind;
(b) acquisition or disposition of stock, securities, properties, or material assets of any corporation, company, or other entity by the Company or Bank;
(c) amendment, change, extension, renewal, waiver, or modification of any material agreement to which the Company, Bank or their affiliates are or may be a party, or any rights or obligations of the parties under any of the foregoing;
(d) change corporate purpose of the Company or Bank, or the Company's or Bank's Articles of Incorporation, ByLaws, or other organizational documents;
(e) sale, assignment, pledge, mortgage, encumbrance or other transfer affecting assets or real or personal property of the Company or Bank except in the ordinary course of business;
(f) enter into any contract or commitment, or series of contracts or commitments, written or oral, which singularly or in the aggregate, requires the Company or Bank to expend or incur liability or debt in excess of the approved Company or Bank budgets for such expenditure.
(g) compromise or settle any material claim asserted by or against the Company or Bank;
(h) change the Company's or Bank's certified public accountants, law firms, or other professionals currently retained or utilized by the Company or Bank;
(i) change location of the principal office, or other facilities of the Company or Bank;
(j) lend money on behalf of the Company or Bank, except routine transactions in the ordinary course of business; or
(k) add a position or personnel function, hire an officer, or terminate Company employees without the prior consent of the Company's CEO.
Significant Actions. During the Supplemental Period, no action described in Exhibit 4 of this Agreement may be taken without the prior approval thereof by a Majority Vote.
Significant Actions. (a) Until the First Threshold Date, neither the Company nor any member of the Company Group shall take, or be permitted to take, any of the following actions without the written approval of RBS:
(i) establish, adopt or approve any annual budget of the Company for any fiscal year;
(ii) approve or adopt any amendment or modification to any approved annual budget of the Company to the extent presented to the Company Board, or any committee thereof, for approval;
(iii) (A) terminate the Company’s Chief Executive Officer, Chief Financial Officer or Chief Risk Officer or (B) appoint a new Chief Executive Officer, Chief Financial Officer or Chief Risk Officer of the Company; or
(iv) enter into any agreement to do any of the foregoing in Section 5.05(a)(i)-(iii).
(b) Until the Second Threshold Date, neither the Company nor any member of the Company Group shall take, or be permitted to take, any of the following actions without the written approval of RBS:
(i) make material changes to the scope or nature of the Company Business;
(ii) enter into any direct or indirect transactions between, on the one hand, the Company or any Subsidiary of the Company and, on the other hand, (A) any Significant Stockholder or Affiliate or related Person of any Significant Stockholder (except for any transactions with such persons as clients or customers of the Company in the ordinary course of business of the Company Business on terms that are substantially the same as those prevailing at the time for comparable ordinary course transactions with or involving unaffiliated clients or customers of the Company or any Subsidiary), (B) any Affiliate of the Company (other than any wholly owned Subsidiary of the Company) or any joint venture (whether or not such joint venture is subject to RBS approval pursuant to Section 5.05(b)(v)) (except for any transactions where any such Affiliate or such joint ventures are clients or customers of the Company in the ordinary course of business of the Company Business on terms that are substantially the same as those prevailing at the time for comparable ordinary course transactions with or involving unaffiliated clients or customers of the Company or any Subsidiary); provided that any transaction to which clause (C) below is applicable shall be reviewed under that clause, or (C) any officer or director of the Company or any Subsidiary of the Company, including the modification or amendment of any existing agreement or arrangement (other than ordinary c...
Significant Actions. Actions such as (remediation, suspension, termination, etc. discussed below include but are not limited to any of the following examples:
a) Failure to satisfy the academic or clinical requirements or standards of the training program expected for the level of training;
b) Any inadequacy which adversely bears on the individual's performance, such as attitude, conduct, interpersonal skills, communication skills.
c) Violations of professional responsibility, policies and procedures, state or federal law or any other applicable rules and regulations.
d) Substantial change in oversight is necessary.
Significant Actions. The following actions constitute Significant Actions:
Significant Actions. Each of Parent and the Company shall, to the extent: (x) any information of, or relating to the Stockholder and/or any of its Affiliates, and/or their relationship with the Company (“Stockholder Information”), is to be used or included in connection with, or in relation to, the satisfaction or waiver of any of the conditions set forth in Article VIII of the Merger Agreement, or (y) any consultations or discussions take place with, or requests for approvals or clearances are made to, any Governmental Entities relating to foreign ownership, control or influence issues arising from or relating to the transactions contemplated by the Merger Agreement that would reasonably be expected to adversely affect the Stockholder (collectively, the activities referred to in clauses (x) and (y) above are referred to as “Significant Actions”): (a) cooperate in all reasonable respects and consult with the Stockholder, its representatives and/or advisors in connection with any filing or submission under any applicable Law, and in connection with any investigation or other inquiry related thereto, including by allowing the Stockholder, its representatives and/or advisors to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions in connection with or relating to any Significant Actions, (b) promptly inform the Stockholder, its representatives and/or advisors of any substantive communication received by or on behalf of Parent or the Company from, or given by or on behalf of Parent or the Company to, any Governmental Entities under any applicable Law, by promptly providing copies to the Stockholder, its representatives and/or advisors of any such written substantive communications, in connection with or relating to any of the foregoing Significant Actions, and (c) permit the Stockholder, its representatives and/or advisors to review any substantive communication that it gives to, and consult with the Stockholder, its representatives and/or advisors in advance of any substantive meeting, telephone call or conference with, any Governmental Entities under any applicable Law, and provide the Stockholder with a fair and accurate summary of any such meetings, telephone calls or conferences, in each case in connection with or relating to any Significant Actions, and, in all cases, where any Stockholder Information is to be used or included in any of the Significant Actions, the prior written approval of the Stockholder shall be obtained for ...
Significant Actions. Promptly following the Closing, the Company shall amend its by-laws to provide that no action described in Exhibit 2.03 hereto may be taken without prior approval thereof by a Majority Vote.
Significant Actions. Notwithstanding the provisions of the -------------------- By-Laws or the authority which may appear to have been granted to or vested in the officers of the Corporation, the Corporation shall not have to power, and no officer of the corporation shall cause the Corporation, to act in respect of the following matters without the consent of the Board of Directors:
(a) the issuance, sale or other disposition by the Corporation of any debt or equity securities or similar interests in the Corporation except pursuant to the 1997 Stock Option Plan No. 1, the 1997 Stock Option Plan No. 2 and the 1997 Phantom Stock Plan;
(b) the sale, lease or transfer of a material portion of the assets of the Corporation or the sale, transfer or assignment of any material governmental permit or license relating to the business of the Corporation;
(c) the adoption of operating, capital or other budgets;
(d) the modification to any then-current, approved budget, or the approval of any expenditure in excess of amounts previously included in a then-current, approved budget;
(e) causing the Corporation to (i) guarantee or otherwise become liable for the indebtedness of any other person, (ii) extend credit (other than in the ordinary course of business) to any person, (iii) incur any indebtedness (other than trade payables incurred in the ordinary course of business and as contemplated in any then-current, approved budget) or (iv) pledge, encumber or create any lien upon or in any of the assets of the Corporation;
(f) the employment of management personnel or the discharge or material modification of the terms of employment or duties of any such personal;
(g) the authorization or payment of any compensation to any employee of the Corporation or any other person engaged by the Corporation if the expected annual compensation payable to such employee or other person would exceed $100,000;
(h) the authorization, approval or execution of any contract or other agreement on behalf of the Corporation under which the Corporation would be obligated for amounts in excess of $500,000;
(i) the authorization or payment of any bonus to any employee of the Corporation or any other person engaged by the Corporation;
(j) any change to the Corporation's then-existing employee benefit plans; or
(k) the approval of any transaction with a Person which is an Affiliate of any Shareholder on terms less advantageous to the Corporation than those which would be available from an unrelated party. For purposes her...
Significant Actions. In addition to any vote required by applicable law, the bylaws shall provide that so long as this Agreement remains effective, the following actions ("Significant Actions") will not be taken by or on behalf of Micro without the written approval of Approving Family Stockholders, acting in their sole discretion, holding at least a majority of the Approving Voting Power held by all of the Approving Family Stockholders:
(i) any sale or other disposition or transfer of all or substantially all of the assets of Micro (considered together with its subsidiaries);
(ii) any merger, consolidation or share exchange involving Micro, other than mergers effected for administrative reasons of subsidiaries owned at least 90% by Micro which under applicable law can be effected without stockholder approval;
(iii) any issuance (or transfer from treasury) of additional equity, convertible securities, warrants or options with respect to the capital stock of Micro, or any of its subsidiaries, or the adoption of any additional equity plans by or on behalf of Micro or any of its subsidiaries except for (A) options granted or stock sold in the ordinary course of business pursuant to plans approved by the Family Stockholders, and (B) the issuance of Micro Common Shares valued at Fair Market Value in acquisitions as to which no approval is required under subsection (iv) of this Section or as to which approval has been obtained under subsection (iv) of this Section;
(iv) any acquisition by or on behalf of Micro or one of its subsidiaries involving a total aggregate consideration in excess of 10% of Micro's stockholders' equity calculated in accordance with generally accepted accounting principles for the most recent quarter for which financial information is available (after taking into account the amount of any indebtedness for borrowed money to be assumed or discharged by Micro or any of its subsidiaries and any amounts required to be contributed, invested or borrowed by Micro or any of its subsidiaries if such contribution, investment or borrowing is reasonably contemplated by Micro to be necessary within 12 months after the date of the acquisition);
(v) guaranteeing indebtedness of an entity other than a subsidiary of Micro exceeding 5% of Micro's stockholders' equity calculated in accordance with generally accepted accounting principles for the most recent quarter for which financial information is available;
(vi) incurrence of indebtedness by Micro after the consummation of the ...
