Special Actions. (a) The approval of the holders of a Super-Majority Interest of the Members shall be required to authorize and approve the following, or, with respect to matters to be authorized or approved by Subsidiaries of the Company, to determine how the Company will vote as a member of such Subsidiary with respect to the following:
(i) except with respect to cash reserves consistent with historical practices, determining the cash reserves applicable to distributions of cash and other property as provided in Sections 5.3, 5.5 and 5.6, other than (A) cash reserves relating to acquiring, constructing or otherwise obtaining (including, without limitation, pursuant to a lease or similar arrangement approved in accordance with Section 7.2(a)(v)) any pipeline, lateral or extension, including any Lateral or any compression, expansion or other significant facilities if such reserve exceeds, at any one time, $500,000, but is less than or equal to $5,000,000 (the authorization for which requires at least a Majority Interest) or (B) cash reserves described in Section 7.2(a)(ii) (requiring at least a Super Majority Interest) or Section 7.2(b)(xv) (requiring unanimity);
(ii) determining the cash reserves applicable to distributions of cash and other property as provided in Sections 5.3, 5.5 and 5.6, to the extent such cash reserves (A) relate to acquiring, constructing, leasing or otherwise obtaining any pipeline, lateral or extension, including any Lateral or any compression, expansion or other significant facilities and (B) exceed, at any one time, $5,000,000, but is less than or equal to $15,000,000;
(iii) (A) entering into any credit agreement, indenture or similar agreement or (B) borrowing money or making draws under any such previously approved credit agreement, indenture or similar agreement for the purpose of funding authorized transactions with an approved cost to the Company of more than $5,000,000, but less than or equal to $15,000,000;
(iv) utilizing other than for Company purposes, acquiring or disposing of any asset of the Company or its Subsidiaries having a then existing fair market value or GAAP net book value (after deducting accumulated depreciation, depletion, amortization and impairment) of more than $5,000,000 but less than or equal to $15,000,000;
(v) authorizing a transaction involving a lease or similar arrangement which either (A) involves an asset with a fair market value of more than $5,000,000 but less than or equal to $15,000,000 or (B) could reason...
Special Actions. (a) Notwithstanding anything to the contrary in the SiriusPoint Bye-laws, the Company shall not, and shall cause its subsidiaries not to, subject to Section 1(b), without the prior and express written consent of the Investor, enter into any transaction with any (i) Affiliate of the Company, (ii) Member and/or director, officer, employee, and/or Affiliate of any Member, and/or (iii) director, officer, employee, and/or Affiliate of any of the foregoing.
(b) Notwithstanding anything to the contrary in the SiriusPoint Bye-Laws or this Agreement, the consent right of the Investor set forth in Section 1(a) shall survive until such time as the Investor holds Shares representing less than 25% of the Shares held by the Investor on December 22, 2011.
Special Actions. (a) At any time during which the Investors continue to own, in the aggregate, 20% (twenty percent) of the originally issued Series A Preferred Stock, consent of a majority of the Board of Directors (including at least one (1) of the directors appointed by the Investors) shall be obtained prior to the Company’s taking any of the following actions: (i) increasing the compensation of the Company’s Chairman, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer or any vice president of the Company; (ii) making any additions, terminations, promotions or demotions, to the management team; (iii) adopting or amend any stock option or equity incentive plan; (iv) granting any stock, stock option, or equity incentive to any officer, employee, director or consultant to the Company; (v) incur any indebtedness in excess of $250,000; (vi) loan money to or own stock in any subsidiary or other entity unless wholly-owned by the Company; (vii) enter into transactions, other than in the ordinary course of business, with directors, officers, employees or consultants of the company; (viii) guarantee the obligations or liabilities of any person; or (ix) make any investment other than investments in prime commercial paper, money market funds or certificates of deposit, in each case having a maturity not in excess of two years.
(b) Prior to the submission to the Board of Directors, any actions detailed in 15(a)(i) - (iv) above, the consent of a majority of the members of the Compensation Committee, including the Easton Director shall be received.
Special Actions o Based on project results, we plan to publish a state-of-the-art volume on “Robust and Online Large- Scale Optimization: The case of railway systems”. This will serve as a first standard reference to students, academic researchers, and practitioners, and will significantly promote the innovation expected to come out of the project. o We plan to organize a workshop specifically addressed to railway practitioners. o We will conduct visits to railway organizations for presentation of the key concepts, ideas, and prototype solutions that will come out of the project. • All partners are well established in their scientific community and are very active in initiating and organizing relevant events of an international standard, for instance, the European Symposium on Algorithms (ESA), the European Conference on Operations Research (EURO), the International Conference on Integer Programming and Combinatorial Optimization (IPCO), to name a few. We also plan to actively support the ATMOS (Algorithmic meThods and Models for the Optimization of railwayS) series of international workshops initiated by several partners of our consortium. Since none of the major conferences had a special focus on railway optimization, the ATMOS workshop – established in 2001 and organized annually thereafter – was successful in providing a forum for the exchange and dissemination of new ideas, techniques, and research in the field of railway optimization. Issues concerning intellectual properties of the results that may arise from the project will be discussed by the Project Consortium Board and decided according to the guidelines in xxx.xxx-xxxxxxxx.xxx. In cases where such issues arise, the Consortium Management Board is responsible to bring for discussion a model for sharing the intellectual properties of results.
Special Actions. Notwithstanding anything to the contrary set forth herein, the approval of a Unanimous Non-Defaulting Interest will be required to authorize and approve the following, or, with respect to matters to be authorized or approved by Subsidiaries of the Company, to determine how the Company will vote as a member of such Subsidiary with respect to the following:
(a) For the business of the Company to be any business other than the business of TOPS or business directly related to TOPS;
(b) The assignment of all or substantially all of the Company’s assets in trust for creditors or on the assignee’s promise to pay the debts of the Company;
(c) Any act which will make it impossible to carry on the ordinary business of the Company;
(d) The exercise of a right to terminate or the waiver of any right to terminate any Throughput Agreement;
(e) The contribution of any property (other than cash) as a Capital Contribution to the Company;
(f) Any agreement or commitment by the Company to sell, issue, or otherwise dispose of any Partnership Interests whether pursuant to any option, purchase right, other contract or commitment or otherwise;
(g) The creation of any new class of Partnership Interest;
(h) Any change in the voting or other rights applicable to any Partnership Interests or any change in the attributes of any Partnership Interests, except changes occurring as remedies to a Default by a Partner;
(i) Entering into any material transaction (including without limitation, any Throughput Agreement with a term in excess of 1 year or a value in excess of 50,000 barrels per day), except (i) a Throughput Agreement that does not obligate the Company to expend new capital and is at a throughput fee that the President has authority to approve, (ii) a long-term Throughput Agreement that has terms substantially similar to other long-term Throughput Agreements of the Company that does not obligate the Company to expend new capital, and (iii) any other transaction of a nature that the Partners mutually agree is not material;
(j) Permitting the merger, consolidation, participation in a share exchange or other statutory reorganization with, or sale of the assets of, the Company (having a value in excess of $5,000,000, or of any Subsidiary of the Company, directly or indirectly, to any Person or permitting the conversion of the Company into a different form of entity;
(k) Permitting winding up and liquidation of the Company;
(l) Amending the governing documents of the Company; provide...
Special Actions. During the Visa Ownership Period, the following actions by the Company shall require approval of at least eighty percent (80%) of the then number of authorized Managers and the prior written consent of Visa:
(a) appointment of the Chief Executive Officer of the Company (or any other officer of the Company exercising such authority);
(b) any sale or transfer of all or substantially all of the Company's assets to any third party;
(c) any withdrawal of any Member involving the distribution with respect to such Member's Capital Account;
(d) any dissolution or winding up of the Company;
(e) any merger of the Company with another entity (other than in connection with any roll-up or similar transaction in which the substantive economic rights of the Members are not materially adversely affected and all Members are affected in the same manner);
(f) any amendment or revision to the Operating Plan including, without limitation, any annual update of the Operating Plan; or
(g) any amendment to this Agreement in accordance with Section 12.8. Without limiting the foregoing, following the Visa Ownership Period and thereafter so long as Visa or any of its Affiliates shall own any of the total outstanding Percentage Interests, the actions described in (b), (d), (e), (f) and (g) shall require the prior written consent of Visa; if such action would adversely affect Visa in any manner materially differently than the other Members.
Special Actions. The Stockholders agree that the consent of the holders of a majority of the outstanding Class C Common Stock shall be required in connection with matters set forth in Article (IV), Section C.1.(c) of the Restated Certificate, subject to the terms thereof. In addition, the Company shall not, and the Stockholders shall cause the Company, not to take any of the following actions without the prior written consent of the Investor Director:
(i) pay any compensation to the Management Stockholders in excess of the amounts paid historically or pursuant to existing employment agreements subject to cost of living adjustments;
(ii) approve or make capital expenditures in any year other than in the ordinary course consistent with past practice;
(iii) amend, create or increase the number of shares of capital stock of the Company that are subject to the Equity Incentive Plan; or
(iv) engage in any transactions with Affiliates (other than transactions with Fender Japan in the ordinary course on terms consistent with past practice and other than arms-length transactions with Affiliates which transactions are approved by a majority of disinterested members of the Board).
Special Actions. Each of the Parties will use its commercially reasonable efforts to resolve any objections that may be asserted by any Person with respect to the transactions contemplated by this Agreement under any Antitrust Law, provided that no party will be required to agree to divest or license any material assets or agree to any material limitations or restrictions on the conduct of its business as a condition of resolving any such objections. In connection with the foregoing, if any Proceeding is instituted or threatened to be instituted challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of the Parties will cooperate in good faith in all respects with each other and use its respective commercially reasonable efforts to contest and resist any such Proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, including vigorously defending on the merits any claim asserted in any forum by any Person through a final and nonappealable judgment, provided that no party will be required to agree to divest or license any material assets or agree to any material limitations or restrictions on the conduct of its business as a condition of resolving any such objections.
Special Actions. (a) Notwithstanding anything to the contrary in this Agreement or the Bye-Laws, the Company shall not and shall cause TP Re not to, without the prior and express written consent of each of the Founders:
A. change the strategic direction of the Company or TP Re or commence any new business other than the business of the Company on the date hereof;
B. commence a bankruptcy or similar scheme of arrangement with respect to the Company or TP Re;
C. enter into any merger, consolidation, reorganization, reclassification, recapitalization, and/or similar transaction, including any Transfer, lease, and/or other transaction involving all or substantially all of the Company’s assets (other than in connection with an Exit Transaction consummated pursuant to the Bye-Laws or this Agreement);
D. issue any additional Shares or other equity interests in the Company (or securities convertible into or exercisable for equity interests in the Company) without consideration or for a consideration per share which implies a valuation of the Company that is less than the then-current Book Value of the Company (other than Shares or equity interests in the Company issued pursuant to any employee equity incentive or similar plan approved by the Board, which Shares shall not exceed 10% of all of the Shares of the Company);
E. enter into any transaction with any (i) Affiliate of the Company, (ii) Member and/or director, officer, employee, and/or Affiliate of any member, and/or (iii) director, officer, employee, and/or Affiliate of any of the foregoing;
F. incur indebtedness for borrowed money (including, without limitation, through capital leases, issuance of debt securities or the guarantee of indebtedness of another Person) other than the use of trade credit extended in the ordinary course of business;
G. acquire or enter into any agreement to acquire (x) any asset with a value of $1 million or more, (y) in any fiscal year, assets with an aggregate value of $5 million or more, or (z) any equity interest of any other Person except in the ordinary course of business, or (ii) otherwise make or enter into an agreement to make any capital contribution to any Person other than a subsidiary of the Company;
H. other than in the ordinary course of business, Transfer, lease, and/or enter into any agreement to Transfer or lease (i) any asset with a value of $1 or more, and/or (ii) in any fiscal year, assets with an aggregate value of $5 or more;
I. make any capital expenditure or commit to make...
Special Actions. SECTION 5.1. Special Actions 7 SECTION 5.2. Expenses 9 SECTION 6.1. Additional Issuances 9 SECTION 6.2. Preemptive Rights 9
