Special Approval Requirements for Certain Actions Sample Clauses

Special Approval Requirements for Certain Actions. (a) In the event that all directors then in office who were nominated by IP (or any permitted transferee of IP under this Agreement), whether or not such directors represent a majority of the Board of Directors at the time in question, shall determine unanimously by affirmative vote or written consent that the employment of Xx. Xxxxx shall be terminated for cause in accordance with the terms of his employment agreement, such vote shall be sufficient to terminate such agreement, without regard to any vote by directors nominated by Xx. Xxxxx. (b) In the event that all directors then in office who were nominated by Xx. Xxxxx (or any permitted transferee of Xx. Xxxxx under this Agreement), whether or not such directors represent a majority of the Board of Directors at the time in question, shall determine unanimously by affirmative vote or written consent that (i) certain individuals shall be designated as the Company's nominees to the Board of Managers of lnterpool/CAI LLC or (ii) the Company shall exercise its right to cause [a termination or dissolution of Interpool/CAI LLC], such vote shall be sufficient to effect such designation or to exercise such right, without regard to any vote by directors nominated by IP.
Sample 1
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Special Approval Requirements for Certain Actions. Notwithstanding anything to the contrary contained in this Agreement, the Company, and JLLC Management on behalf of the Company, may not take any of the following actions without prior approval of the Board: (i) approve the annual operating and capital budget of the Company and its subsidiaries (when so approved, the "Annual Budget"); (ii) incur Indebtedness (other than Indebtedness owing to Xxxxxxxx, JCC or any subsidiary of the Company) in an aggregate principal amount in excess of the Credit Facility Amount plus $50,000,000 or, if applicable, such higher amount as is provided for or otherwise contemplated under the Annual Budget; (iii) make or agree to make any capital expenditure or expenditures other than capital expenditures that in the aggregate do not exceed in any one Fiscal Year 125% of the amount of capital expenditures provided for in the Annual Budget for such Fiscal Year; (iv) directly or indirectly acquire or agree to acquire, by merging or consolidating with, or by purchasing all or a substantial portion of the assets of, or by any other manner, any assets constituting a business or any corporation, partnership, joint venture, association or other entity or division thereof, or any direct or indirect interest in any of the foregoing; (v) directly or indirectly sell, lease, license, sell and leaseback, mortgage or otherwise encumber or convey any material portion of the assets of the Company or its subsidiaries outside the ordinary course of business or which are provided for or otherwise contemplated under the Annual Budget; (vi) directly or indirectly make any investment in, or any advance, loan or capital contribution to, any corporation, partnership, joint venture, association or other entity or division thereof, or enter into any joint venture, strategic alliance, partnership or similar business relationship with any third party, provided, however, that the restrictions contained in this Section 8.03(m)(vi) shall not apply to transactions in the ordinary course of the Company's business or which are provided for or otherwise contemplated under the Annual Budget; (vii) enter into any Extraordinary Contract (as defined herein) or modify, amend or terminate any such Extraordinary Contract. As used herein the term "Extraordinary Contract" means any contract, agreement or arrangement which is (A) outside the ordinary course of the Company's business, (B) is not provided for or otherwise contemplated under the Annual Budget, and (C) requires ...
Sample 1
Special Approval Requirements for Certain Actions. The Corporation shall not, and shall not permit any of its Subsidiaries, without the consent of both IAI and at least one of the Controlling Shareholders, do any of the following: (a) Increase, decrease or reclassify its capital stock or the capital stock of any of its Subsidiaries. (b) Issue or sell any of its equity interests or equity interests of any of its Subsidiaries. (c) Amend its Certificate of Incorporation or comparable instrument or the Certificate of Incorporation or comparable instrument of any of its Subsidiaries. (d) Amend its By-Laws or comparable instrument or the By-Laws or comparable instrument of any of its Subsidiaries. (e) Sell, mortgage, convey or in any other manner encumber all or substantially all of its assets or substantially all of the assets of any of its Subsidiaries. (f) Merge or consolidate with another entity. (g) Guarantee or in any other manner be responsible for the debts or obligations of another entity or person. (h) License, assign or otherwise dispose of technology or know-how to any person or entity. (i) Transfer or encumber in any manner shares of its capital stock or the capital stock of any of its Subsidiaries. (j) Approve any modification to its capitalization or the capitalization of any of its Subsidiaries. (k) Subject to Section 10 of the Amended and Restated Subscription and Shareholders Agreement, originally dated May 26, 1992, as amended and restated on August 13, 1992, and effective as of June 1, 1992 (the "Existing Shareholders Agreement"), and except as otherwise agreed by the Shareholders, invest in any Product, as defined therein. (l) Permit EL to approve a "Successor Marketing Entity" pursuant to Section 6(b)(y) of the Existing Shareholders Agreement. (m) Approve the Corporation's budget and that of any of its Subsidiaries. (n) Vote the shares of any Subsidiary.
Sample 1

Related to Special Approval Requirements for Certain Actions

  • Certain Notifications and Required Actions After the date of this Agreement, the Company shall promptly advise the Representative in writing of: (i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus, the Time of Sale Prospectus, the Prospectus or the Exchange Act Registration Statement; (iii) the time and date that any post-effective amendment to the Registration Statement becomes effective; and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any amendment or supplement to any preliminary prospectus, the Time of Sale Prospectus, the Prospectus or the Exchange Act Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, the Time of Sale Prospectus, or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Units from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If, at any time, the Commission shall enter any such stop order, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply in all material respects with all applicable provisions of Rule 424(b), Rule 433 and Rule 430A under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were received in a timely manner by the Commission.

  • Certain Approvals 19 Section 5.24

  • Certain Additional Actions Regarding Intellectual Property If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

  • Compliance with Law; Governmental Approvals Each of the Borrower, the other Loan Parties and the other Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Material Adverse Effect.

  • Approval Required This Agreement shall not become effective or binding until approved by the City of Meridian.

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

  • Consents and Requisite Governmental Approvals; No Violations (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Parent Party with respect to such Parent Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approval. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent Party of this Agreement nor the Ancillary Documents to which a Parent Party is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Governing Documents of a Parent Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a Parent Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a Parent Party, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of a Parent Party to consummate the Transactions.

  • Certain Additional Matters (a) Any arbitration award shall be a bare award limited to a holding for or against a party and shall be without findings as to facts, issues or conclusions of law (including with respect to any matters relating to the validity or infringement of patents or patent applications) and shall be without a statement of the reasoning on which the award rests, but must be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof. (b) Prior to the time at which an arbitrator is appointed pursuant to Section 8.4, any party may seek one or more temporary restraining orders in a court of competent jurisdiction if necessary in order to preserve and protect the status quo. Neither the request for, or grant or denial of, any such temporary restraining order shall be deemed a waiver of the obligation to arbitrate as set forth herein and the arbitrator may dissolve, continue or modify any such order. Any such temporary restraining order shall remain in effect until the first to occur of the expiration of the order in accordance with its terms or the dissolution thereof by the arbitrator. (c) Except as required by law, the parties shall hold, and shall cause their respective officers, directors, employees, agents and other representatives to hold, the existence, content and result of mediation or arbitration in confidence in accordance with the provisions of Article VIII and except as may be required in order to enforce any award. Each of the parties shall request that any mediator or arbitrator comply with such confidentiality requirement. (d) If at any time the sole arbitrator shall fail to serve as an arbitrator for any reason, the parties shall select a new arbitrator who shall be disinterested as to the parties and the matter in accordance with the procedures set forth herein for the selection of the initial arbitrator. The extent, if any, to which testimony previously given shall be repeated or as to which the replacement arbitrator elects to rely on the stenographic record (if there is one) of such testimony shall be determined by the replacement arbitrator.

  • Additional Voting Powers and Voting Requirements for Certain Actions Notwithstanding any other provision of this Agreement, the Shareholders shall have power to vote to approve any amendment to Article VIII of this Agreement that would have the effect of reducing the indemnification provided thereby to Covered Persons or to Shareholders or former Shareholders, and any repeal or amendment of this sentence, and any such action shall require the affirmative vote or consent of Shareholders owning at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon. In addition, the removal of one or more Trustees by the Shareholders shall require the affirmative vote or consent of Shareholders owning at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon. The voting requirements set forth in this Section 6.2 shall be in addition to, and not in lieu of, any vote or consent of the Shareholders otherwise required by applicable law (including, without limitation, any separate vote by Portfolio (or Class) that may be required by the 1940 Act or by other applicable law) or by this Agreement.

  • Certain Amendment Requirements (a) Notwithstanding the provisions of Section 9.1 and Section 9.3, no provision of this Agreement that establishes a percentage of Outstanding Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Shares whose aggregate Outstanding Shares constitute not less than the voting requirement sought to be reduced. (b) Notwithstanding the provisions of Section 9.1 and Section 9.3, but subject to Section 9.2, no amendment to this Agreement may: (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 9.3(c); (ii) change Section 8.1(a); (iii) change the term of the Company; or, (iv) except as set forth in ‎Section 8.1(a), give any Person the right to dissolve the Company.

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