Special Approval. A building principal or his designee may approve special individual requests for late arrival or early departure when in his/her judgment such requests are justified. Denial or approval of special approval requests for late arrival or early departure shall not be grieved under the Grievance Procedure.
Special Approval approval by a majority of the members of the Conflicts Committee acting in good faith. Subsidiary – with respect to any relevant Person, (a) a corporation of which more than 50% of the Voting Stock is owned, directly or indirectly, at the date of determination, by such relevant Person, by one or more Subsidiaries of such relevant Person or a combination thereof, (b) a partnership (whether general or limited) in which such relevant Person, one or more Subsidiaries of such relevant Person or a combination thereof is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such relevant Person, by one or more Subsidiaries of such relevant Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such relevant Person, one or more Subsidiaries of such relevant Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such other Person.
Special Approval. The Conflicts Committee has determined that the transactions contemplated by this Agreement and the Transaction Documents are not adverse to the interests of the Partnership and the unitholders of the Partnership (other than the General Partner and its Affiliates), with such determination being “Special Approval” as defined in the Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”).
Special Approval approval by a majority of the members of the Audit and Conflicts Committee, at least one of whom must be a Special Independent Director who meets the S&P Criteria.
Special Approval. None of the following actions, decisions or activities (to the extent the same are otherwise capable of being undertaken) will be undertaken for, in the name or on behalf of the Company by any Members, by the Executive Board or any committee thereof or by any officers or representatives of the Company (and none of the following shall be binding upon the Company) without the same having received affirmative written Special Approval:
(a) Any action that authorizes, creates or issues any Units or New Ownership Interests in the Company or its Subsidiaries, including pursuant to any initial public offering (it being understood that while the Executive Board will endeavor to seek financing that is on terms most favorable to the Company and its Subsidiaries, for the avoidance of doubt, no Member or Board Member exercising its or his respective Special Approval rights shall be required to approve any financing, including one that it or he in good faith believes to be disadvantageous to the holders of Investor Units or Common Units);
(b) Any action that reclassifies any outstanding Units in the Company into Units having rights, preferences, or priority as to Distributions senior to or on a parity with the rights, preferences or priority of the Investor Units or Common Units;
(c) Causing the Company to undertake or engage in any line of business or business activities other than the Company Business or to establish any subsidiary of the Company;
(d) Requiring any Member to make a capital contribution other than as provided under Sections 4.3, 4.4 or 4.5 of this Agreement:
(e) Increasing or decreasing the authorized number of Units of the Company or otherwise causing or allowing the Company or any of its Affiliates or Subsidiaries to issue any Units or ownership interests to any new investor or owner other than any such issuance of the authorized Class E Units or as provided under Sections 4.4.5 or 4.5 of this Agreement;
(f) Entering into or committing to enter into any Change of Control Transaction;
(g) Directly or indirectly selling, transferring or otherwise disposing of all or substantially all or any material portion of the Company’s or any of its Subsidiaries’ business or causing the Company or any of its Subsidiaries to engage in any joint venture, partnership, merger, consolidation or other similar reorganization transaction;
(h) Liquidating or dissolving the Company or any of its Subsidiaries;
(i) Increasing or decreasing the number of Board Members;
(j) Ame...
Special Approval approval by a majority of the members of the Audit and Conflicts Committee.
Special Approval approval by a majority of the members of the Audit and Conflicts Committee, at least one of whom must be an Independent Director who meets the S&P Criteria. Subsidiary – with respect to any relevant Person, (a) a corporation of which more than 50% of the Voting Stock is owned, directly or indirectly, at the date of determination, by such relevant Person, by one or more Subsidiaries of such relevant Person or a combination thereof, (b) a partnership (whether general or limited) in which such relevant Person, one or more Subsidiaries of such relevant Person or a combination thereof is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such relevant Person, by one or more Subsidiaries of such relevant Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such relevant Person, one or more Subsidiaries of such relevant Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such other Person.
Special Approval. For any intended deviation from the specification, a deviation approval must be applied for. The customer-specific application form may be used for this purpose. Products involving an approved deviation shall be supplied separately. In this case, the delivery note and the packing units shall be provided with a note indicating the nature of the deviation. A copy of the deviation approval shall be included with the shipping documents. The period of validity of the deviation approval is limited with respect to either quantity and/or time.
Special Approval. Notwithstanding anything herein to the contrary, the Company will not without the prior written consent of both DRF and Telex
(a) sell, assign, transfer, exchange, lease, or otherwise dispose of the Property or any part thereof or interest therein during the first two years of the term of the Lease, or
(b) apply for, execute or modify any mortgage, underlying lease, pledge, encumbrance or other security agreement affecting the Property or any interest therein until the sixth year of the term of the Lease; or
(c) apply for, execute or modify any mortgage, underlying lease, pledge, encumbrance or other security agreement affecting the Property or any interest therein during or after the sixth year of the term of the Lease if the refinancing would cause a decrease in the projected income and cash flow to the Company unless adjustments are made in the allocation of income and allocations of Distributions in cash to put Telex in the same income and cash flow position as it would have been without such refinancing; or
(d) incur any indebtedness on behalf of the Company (other than indebtedness incurred for meeting unbudgeted obligations arising in any year in excess of $25,000 in the aggregate (unless such obligations are incurred in an emergency) and contractual obligations arising under contracts otherwise permitted under this Agreement).
Special Approval. The Board of Directors of BCPM shall not ---------------- have withdrawn its Special Approval of the Transactions.
