Significant Business Decisions Sample Clauses

Significant Business Decisions. Except as otherwise specifically provided in this Agreement, notwithstanding that no vote may be required, or that a lesser percentage vote may be specified by law, by the Articles of Incorporation or bylaws of the Company, or otherwise, the Company and the Shareholders agree that (i) the Company shall not take, and shall not cause or permit any subsidiary of the Company to take, any of the following actions, in a single transaction or a series of related transactions, without the unanimous approval of the Voting Shareholders, and (ii) the Board shall have no right to make or participate in any decisions regarding such actions: (a) amend its Certificate or Articles of Incorporation, bylaws or any other charter document; (b) authorize or issue, or obligate itself to issue, any equity security (including any security convertible into or exercisable or exchangeable for any equity security); (c) redeem, retire, purchase or otherwise acquire, directly or indirectly, through any of its subsidiaries or otherwise, shares of its capital stock or warrants or options with respect to such capital stock; (d) declare or pay any cash or other dividend or make any other distribution of any kind on, its capital stock other than dividends and distributions from a wholly-owned subsidiary of the Company to the Company or to any other wholly-owned subsidiary of the Company; (e) sell, lease, exchange, transfer or otherwise dispose of, any assets (including the capital stock of subsidiaries), other than sales, leases, exchanges, transfers or other dispositions of (i) inventory in the ordinary course of business and (ii) assets so sold, leased, exchanged, transferred or disposed of the Fair Value of which shall not exceed $100,000 in any fiscal year of the Company; (f) enter into or permit to exist any agreement or undertaking which prohibits, restricts or limits the ability of any of its subsidiaries to pay dividends or distributions to the Company or otherwise to transfer assets or engage in transactions with the Company; (g) recapitalize or otherwise change its capital structure in such a manner as will result in a change in control from one person to another person, either directly or indirectly, of the power to vote any of the securities or other interests having voting power for the election of directors of the Company or otherwise having voting power to direct or cause the direction of management policies of the Company; (h) voluntarily dissolve or liquidate; (i) have a su...
Sample 1
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Significant Business Decisions. SECTION 4.1. Issuance of Capital Stock ...
Sample 1
Significant Business Decisions. Notwithstanding that no vote may be required, or that a lesser percentage vote may be specified by law, by the Certificate of Incorporation or By-Laws of the Company, or otherwise, the Company and the Stockholders agree that the Company shall not take, and shall not cause or permit any subsidiary of the Company to take, any of the following actions, in a single transaction or a series of related transactions, without the approval of at least one (1) GSCP Director (so long as the GSCP Stockholders are entitled to nominate a director under Section 2.2) and the netWorth Director (so long as the netWorth Stockholders are entitled to nominate a director under Section 2.2): (a) amend the Certificate of Incorporation or Bylaws of the Company or take any action or enter into any other agreement prohibited by or in contravention of the Certificate of Incorporation or Bylaws of the Company; (b) increase or decrease the total number of its authorized shares of capital stock or authorize shares of any class or series, or alter or change the rights, preferences or privileges of any class or series; (c) authorize or issue, or obligate itself to authorize or issue, any equity security or any Convertible Security, except for (i) sales or issuances of shares of capital stock of a wholly-owned subsidiary of the Company to the Company or to another wholly-owned subsidiary of the Company, (ii) issuances of shares of Common Stock upon conversion of the Preferred Stock, and (iii) issuances of shares of Common Stock upon the exercise of any options or similar rights granted pursuant to any employee benefit plan adopted and approved by the Board in accordance with the terms of this Agreement; (d) redeem, retire, purchase or otherwise acquire, directly or indirectly, through any of its subsidiaries or otherwise, shares of its capital stock or warrants or options with respect to such capital stock, except as provided in the Certificate of Incorporation of the Company; (e) declare or pay any cash or other dividend or make any other distribution of any kind on, or purchase or set aside any sums for the purchase or payment of, its capital stock other than dividends and distributions from a wholly-owned subsidiary of the Company to the Company or to any other wholly-owned subsidiary of the Company; (f) enter into any agreement with respect to any merger, reorganization or consolidation (other than a merger of a wholly-owned subsidiary of the Company into or consolidation with the Compa...
Sample 1
Significant Business Decisions. Notwithstanding that no vote may be required, or that a lesser percentage vote may be specified, by law, by the Charter Documents, or otherwise, Company and each of the Holders covenant and agree, to the extent such Holder has the power to do so, that Company shall not take, and shall not cause or permit any Subsidiary of Company to take, any of the following actions, in a single transaction or a series of related transactions, without the written approval of the TCW Investors: (a) merge or consolidate with or into any other corporation (other than transactions solely involving the merger or consolidation of a Wholly Owned Subsidiary of Company with or into Company or another Wholly Owned Subsidiary of Company); (b) purchase, lease or otherwise acquire any material amount (as hereinafter defined) of securities or assets of any other Person; (c) commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency or receivership or similar law; consent to the institution of or fail to contest in a timely and appropriate manner any such proceeding or filing; apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Company or any of its Subsidiaries; file an answer admitting the material allegations of a petition filed against it in any such proceeding; make a general assignment for the benefit of creditors; admit in writing its inability or fail generally to pay its debts as they become due; or take any action for the purpose of effecting any of the foregoing; (d) sell, lease, exchange, transfer or otherwise dispose of any capital stock of Subsidiaries, or a material amount of its other assets; (e) except as otherwise contemplated herein, enter into or engage in, or amend or modify the terms of, or terminate any transaction or arrangement between Company or any of its Subsidiaries, on the one hand, and any director of Company, any relative of any such director or any Affiliate of any such director or relative (including, without limitation, (i) any transaction or arrangement regarding employment or the appointment or removal of any such Person as an officer or employee of Company or any of its Subsidiaries and (ii) any transaction or arrangement regarding employment or the appointment or removal of any of Anwax X. Xxxxxxx, Xxlpx X. Xxxxxxx xx Wilfxxx X. Xxxxxxxxx xx ...
Sample 1

Related to Significant Business Decisions

  • Presentation of Potential Target Businesses The Company shall cause each of the Initial Shareholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Shareholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Initial Shareholders might have.

  • Professional Development; Adverse Consequences of School Exclusion; Student Behavior The Board President or Superintendent, or their designees, will make reasonable efforts to provide ongoing professional development to Board members about the adverse consequences of school exclusion and justice-system involvement, effective classroom management strategies, culturally responsive discipline, appropriate and available supportive services for the promotion of student attendance and engagement, and developmentally appropriate disciplinary methods that promote positive and healthy school climates, i.e., Senate Bill 100 training topics. The Board will conduct periodic self-evaluations with the goal of continuous improvement. New Board Member Orientation The orientation process for newly elected or appointed Board members includes:

  • Investment Decisions The Subadviser shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Series, and what portion of such assets will be invested or held uninvested as cash.

  • Investment Decision The Purchaser understands that nothing in the Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

  • Accounting Decisions All decisions as to accounting principles, except as specifically provided to the contrary herein, shall be made by the General Partner.

  • Major Decisions (A) Subject to Sections 7.3(C) and 7.3(D) with respect to the Company, all major decisions of the Company set forth below in clauses (A)(1) through (A)(6) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and Sub-advisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day operations of the Company, the decision-making authority for which has been delegated to the Sub-advisor pursuant to this Agreement. Major Decisions shall consist of the following: (1) Decisions to recommend to the Board of Directors that the Company acquire or sell Properties, Loans and other Permitted Investments; (2) Retention of investment banks for the Company; (3) Marketing methods for the Company’s sale of Shares; (4) Extending, initiating or terminating the Initial Public Offering or any subsequent Offering of the Shares; (5) Issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates with respect to the business or operations of the Company; provided, that the Sub-advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, however, that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; and (6) Merging or otherwise engaging in any change of control transaction for the Company. (B) Notwithstanding anything in this Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision that is described in any of clauses (A)(2) through (A)(6) above and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day period beginning with the delivery of notice of the proposed action to the other Party. (C) Notwithstanding anything in this Agreement to the contrary, with respect to Major Decisions described in clause (A)(1) above (but subject to Section 7.3(D)), (1) joint approval shall not be required, (2) the Sub-advisor and the Advisor shall discuss the proposed transaction (either in person or by phone) prior to either Party making any recommendation of the proposed transaction to the Board of Directors, and (3) the Sub-Advisor and the Advisor shall each give due consideration to the opinions of the other Party. Ordinarily, such discussions shall begin at least five business days before a recommendation is made to the Board of Directors; however, if in the sole discretion of the Sub-advisor it is in the best interest of the Company to make a recommendation to the Board of Directors more promptly, then the Sub-advisor may do so. In the event the Parties do not agree as to whether to recommend the proposed transaction to the Board of Directors, the Sub-advisor’s decision shall govern. (D) Notwithstanding the provisions of this Section 7.3 or any other provision in this Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors. (E) Notwithstanding anything in this Agreement to the contrary (but subject to Section 7.3(D)), the Sub-advisor shall have sole authority to act on behalf of the Company regarding amending the Advisory Agreement.

  • Proposed Corrective Action Plan Simultaneously with the submission of the Audit, the Recipient will submit to OCR for its review and approval a proposed Corrective Action Plan to address all inaccessible content and functionality identified during the Recipient’s Audit. The proposed Corrective Action Plan will set out a detailed schedule for: (1) addressing problems, taking into account identified priorities, with all corrective actions to be completed within 18 months of the date OCR approved the Corrective Action Plan; (2) setting up systems of accountability and verifying claims of accessibility by vendors or open sources; and setting up a system of testing and accountability to maintain the accessibility of all online content and functionality on an ongoing basis.

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK

  • Research Independence The Company acknowledges that each Underwriter’s research analysts and research departments, if any, are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriter’s research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of its investment bankers. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against such Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriter’s investment banking divisions. The Company acknowledges that the Representative is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short position in debt or equity securities of the Company.

  • Office of Inspector General Investigative Findings Expert Review In accordance with Senate Bill 799, Acts 2021, 87th Leg., R.S., if Texas Government Code, Section 531.102(m-1)(2) is applicable to this Contract, Contractor affirms that it possesses the necessary occupational licenses and experience.

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