Significant Decisions Sample Clauses

Significant Decisions. The Company shall not, and no Manager of the Company shall have the power or authority to cause the Company to, without the prior unanimous consent of all of the Members, take any action in respect of a Significant Decision; provided, however, that if a Member receives notice from the Company, either personally or by mail or by facsimile, describing in reasonable detail an action with respect to a Significant Decision that the Company intends to adopt, and such Member does not notify the Company in writing within seven (7) days or such longer period as may be stated in the notice that it does not consent to the taking of such action, such Member shall be deemed to have consented to the taking of such action with respect to the Significant Decision. For purposes of this Agreement, each of the following matters shall constitute a "Significant Decision": (a) the adoption, amendment, alteration or repeal of any provision or term of any Organizational Document of the Company; (b) any merger or consolidation involving, or any reorganization, dissolution (other than as expressly provided in Article X or Article XI hereof), liquidation or the issuance of equity securities or securities convertible into or exchangeable for equity securities (other than in any of the foregoing instances any merger or consolidation of a wholly owned Subsidiary of the Company, if any, with or into the Company or another wholly owned Subsidiary of the Company which would not have a material adverse tax effect on any Member) or other winding-up or termination of, the Company (or the adoption of a plan to do any of the foregoing); (c) the purchase or other acquisition (by merger, consolidation or otherwise) by the Company of any stock or equity interests in or of any other Person, or any assets of any other Person, or any business (or a substantial part of a business), other than the purchase or other acquisition of (i) securities issued by governmental agencies backed by the full faith and credit of the United States government, (ii) deposits with, certificates of deposit issued by and securities repurchase contracts with commercial banks or primary financial institutions, (iii) commercial paper, or (iv) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (i), (ii) or (iii) hereof; (d) except as otherwise provided in this Agreement, the redemption, purchase, repurchase or other acquisition for value of any Membership I...
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Significant Decisions. Where a significant decision or issue affects a particular Council, or its community, it should, in partnership with the other Councils of the region, have the lead role in formulating the collective response of the region's local authorities to that issue or decision. Where a Council makes a decision that is or is likely to have consequences that are significantly inconsistent with this Agreement they will, as soon as practicable, notify all other councils in the region of: (a) the decision; (b) the inconsistency;
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Significant Decisions. Any Significant Decision.
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Significant Decisions. 25 (d) Leverage of the Company......................................28
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Significant Decisions. 19 (f) Leverage of the Company and Interoffice...........................22 (g) Third Party Financing Not Available...............................22 (h)
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Significant Decisions. Notwithstanding any provisions ----------------------- contained in this Agreement to the contrary, during the Supermajority Effective Period, no act shall be taken, sum expended, decision made, or obligation incurred by on or behalf of the Company except with the affirmative consent (a "Supermajority Vote") of at least one of the RMI Designees and one of the JAH Designees with respect to any of the following matters (each, a "Significant Decision"), unless JAH shall have consummated a Syndication which violates the terms and provisions of Section 3(b)(v): (i) The voluntary liquidation or dissolution (including the filing of a Certificate of Dissolution with the Delaware Secretary of State) of the Company or Interoffice or the winding-up the business of the Company or Interoffice; (ii) Any transaction between the Company or Interoffice (on the one hand) and RMI or JAH or any of their respective Affiliates (on the other hand) which requires the Company or Interoffice to pay or distribute any cash amounts or incur any indebtedness or obligation for the payment or money or transfer of any material amount (individually or in the aggregate) of goods or services other than (I) dividend distributions made in accordance with Section 12, (II) such other transactions in which RMI or JAH or any such Affiliate is acting solely in its capacity as a stockholder of the Company or exercising its stockholder rights under the DGCL or this Agreement (including the payment of the fees and disbursements of Nominated Investment Banks in connection with the determination of the fair market value of the Company or the shares of Common Stock of any Stockholder) or (III) any transaction or transactions which during a fiscal year of the Company requires a payment, distribution or incurrence by the Company or Interoffice or any such Affiliate of an aggregate amount of not more than $20,000; provided, that the Company shall reimburse RMI and JAH for all costs and disbursements related to the acquisition of Interoffice promptly upon presentment of appropriate documentation evidencing payment of such costs or disbursement; (iii) The issuance and sale of any securities or other equity interests (including phantom interests) in the Company or the grant of any options, warrants, rights or other equity interests or debt obligations which are or may be converted or exchanged for any such securities or interests other than in accordance with Section 10, which (x) with respect to any separate ...
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Significant Decisions. MSV LP agrees to keep MSV Canada promptly apprised of all material discussions between MSV LP and Satellite Vendor regarding significant decisions related to the Satellite Construction Contract as related to the MSV-2 Satellite and the MSV-2 Deliverables, and in particular any discussions regarding the Performance Specifications of the MSV-2 Satellite or waivers, deviations or other modifications to the Performance Specifications. MSV Canada also agrees to keep MSV LP promptly apprised of all material discussions between MSV Canada and Industry Canada that would have a material impact on the Satellite Delivery Services to be provided by MSV LP under this Agreement. MSV LP shall collaborate with and include MSV Canada in all significant decisions related to the Satellite Construction Contract affecting the MSV-2 Satellite and the MSV-2 Deliverables, including without limitation, “Acceptance” (as defined in the Satellite Construction Contract) of the MSV-2 Satellite and the MSV-2 Deliverables, and shall obtain the prior written approval of MSV Canada prior to entering into any waivers, deviations or other modifications to the Performance Specifications which would result in a breach by MSV Canada of the Industry Canada Authorization for the MSV-2 Satellite or other modifications to the MSV-2 Satellite; provided that MSV Canada shall make its relevant employees and consultants available at all relevant times and locations and make decisions required to be made as to any requested waiver or deviation within the time required under the Satellite Construction Contract. Notwithstanding the requirement for written approval, if MSV Canada does not object to such waiver, deviation or other modification within two (2) “Business Days” (as defined in the Satellite Construction Contract after receipt of MSV LP’s request for approval (or lesser period if required to meet the response time under the Satellite Construction Contract, as noted in MSV LP’s request for approval), such approval shall be deemed given.
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Related to Significant Decisions

  • 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.

  • 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 Section 7.3(D) with respect to the Company, all major decisions of the Company set forth below in clauses (A)(1) through (A)(5) (“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) Retention of investment banks for the Company; (2) Marketing methods for the Company’s sale of Shares; (3) Extending, initiating or terminating the Initial Public Offering or any subsequent Offering of the Shares; (4) 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 (5) 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 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. If, after the expiration of the above-referenced five-business day period, the Parties still do not agree as to the proposed course of action regarding such Major Decision, representatives of both the Advisor and the Sub-advisor will be obligated to present each of their respective proposed courses of action regarding such Major Decision to the Board of Directors for review and approval within an additional five-business day period. (C) Intentionally omitted (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 the negotiation with the Advisor of proposed amendments to the Advisory Agreement, it being understood that any amendment of the Advisory Agreement must be approved by a majority of the members of the Conflicts Committee of the Board of Directors.

  • 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.

  • Insignificant Changes No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price. Any adjustments which by reason of this Section 11.5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one-hundred thousandth of a Preferred Share or the nearest one-hundredth of a Common Share or other share or security, as the case may be.

  • Evaluation and Comparison of Tenders 2.24.1 The Procuring entity will evaluate and compare the tenders which have been determined to be substantially responsive, pursuant to paragraph 2.22 2.24.2 The tender evaluation committee shall evaluate the tender within 30 days of the validity period from the date of opening the tender. 2.24.3 A tenderer who gives false information in the tender document about its qualification or who refuses to enter into a contract after notification of contract award shall be considered for debarment from participating in future public procurement.

  • 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.

  • Arbitration Decisions Unless otherwise agreed by the Parties, the arbitrator(s) shall render a decision within ninety (90) Calendar Days of appointment and shall notify the Parties in writing of such decision and the reasons therefor. The arbitrator(s) shall be authorized only to interpret and apply the provisions of this Agreement and shall have no power to modify or change any provision of this Agreement in any manner. The decision of the arbitrator(s) shall be final and binding upon the Parties, and judgment on the award may be entered in any court having jurisdiction. The decision of the arbitrator(s) may be appealed solely on the grounds that the conduct of the arbitrator(s), or the decision itself, violated the standards set forth in the Federal Arbitration Act or the Administrative Dispute Resolution Act. The final decision of the arbitrator must also be filed with FERC if it affects jurisdictional rates, terms and conditions of service, Attachment Facilities, System Upgrade Facilities, or System Deliverability Upgrades.

  • SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies used in preparing the interim financial statements are the same accounting policies used in the preparation of the annual financial statements for the year ended December 31, 2020.

  • Review by the Association of Procurement Decisions The Procurement Plan shall set forth those contracts which shall be subject to the Association’s Prior Review. All other contracts shall be subject to Post Review by the Association.

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