Significant Decisions Sample Clauses

Significant Decisions. Notwithstanding anything to the contrary set forth in this Agreement but subject to Section 3.3, no Member shall take or cause or permit the Company or any Subsidiary to take any of the following actions, expend any amount of money, make any decision or incur any obligation on behalf of the Company or any Subsidiary with respect to any matter within the scope of any of the matters enumerated below (each a “Significant Decision”) unless the action, expenditure or other decision has been approved by the Class A Member in writing and in advance and has been approved in accordance with any other requirements of this Agreement: (1) except for any sale of one or more Properties where the Net Disposition Proceeds therefrom are sufficient to pay all amounts owing to the Senior Lenders in respect of such sale and for the Company to pay the Release Payment required to be paid to the Class A Member in respect of such sale, sell, transfer, assign or otherwise dispose of, or enter into or cause or permit any Subsidiary to enter into any agreement or option to sell, transfer, assign or otherwise dispose of, all or any portion of any of the Properties or any other Company Asset (except immaterial items of personal property sold in the ordinary course of business) or of any of the Company’s direct or indirect interests in any Property or any Subsidiary; (2) (a) change the nature of the business or the method of conducting the affairs of the Company or any Subsidiary or the use of any Property or (b) acquire any land or other real property or interest therein; (3) enter into any agreement or other arrangement with the Class B Member, any Guarantor or any of their respective Affiliates unless (i) such agreement or other arrangement is on arm’s-length commercially reasonable terms and (ii) such agreement or other arrangement is terminable by the Class A Member following the declaration of a Changeover Event without payment of any termination or similar fee; provided that the Mortgage Loan Documents and Operating Leases are hereby approved in their current form; (4) fail to comply with any of the covenants set forth in Section 5.15; (5) to the fullest extent permitted by law, dissolve and wind-up the Company or any Subsidiary or elect to continue the Company or any Subsidiary or elect to continue the business of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing) (other than dissolving and winding up any Subsidiary whose sole direct or indirect...
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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. 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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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. 25 (d) Leverage of the Company......................................28
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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 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.

  • 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.

  • 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 LGIA 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(s) must also be filed with FERC if it affects jurisdictional rates, terms and conditions of service, Interconnection Facilities, or Network Upgrades.

  • SIGNIFICANT ACCOUNTING POLICIES The Group prepared the interim financial statements with the same accounting policies and methods of computation as were used for the 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.

  • 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.

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