Special Approvals. No action shall be taken in regard to any of the following matters except with the prior express approval of the Shareholders who hold not less than two-thirds (66.67%) of the then issued and outstanding Voting Shares expressed by a resolution passed at a meeting of the Shareholders or signed in writing by all such Shareholders and any other consent or consents required by law by the holders of a class of shares voting separately and as a class:
(a) any material change in the Business or any of the business lines as it is presently carried on;
(b) the approval of, or the approval of any material alteration in, the annual operating budget, including capital expenditure plans, of the Corporation and/or any Subsidiary;
(c) the establishment of or change to any dividend policy or other policy of the Corporation and/or any Subsidiary with respect to the distribution of surplus and the declaration or payment of any dividend or other distribution on any class of Shares;
(d) any fundamental change to the corporate structure of the Corporation and/or any Subsidiary, including without limitation, in respect of each such entity: any amendment, modification, repeal or other variation to its articles, any amendment to its authorized share capital, or any proposal to create, reclassify, re-designate, subdivide, consolidate, or otherwise change any Shares (whether issued or unissued) or partnership units, as the case may be;
(e) the creation of any subsidiary of the Corporation and/or any Subsidiary;
(f) the issuance of any Shares in the capital of the Corporation and/or any Subsidiary or any securities, warrants, options or rights convertible into, exchangeable for, or carrying the right to subscribe for or purchase, Shares in the capital of the Corporation and/or any Subsidiary, as the case may be;
(g) the redemption or purchase for cancellation of any Shares in the capital of the Corporation and/or any Subsidiary, or any other return of capital by the Corporation and/or any Subsidiary, other than any purchase of Shares in accordance with this Agreement;
(h) the conversion, exchange, reclassification, re-designation, subdivision, consolidation, or other change of or to any Shares in the capital of the Corporation and/or any Subsidiary;
(i) the acquisition or commencement of any business other than the Business or the entering into of any amalgamation, merger, partnership, joint venture, or other combination, or any agreement with respect to any of the foregoing, with a...
Special Approvals. With respect to any procurement of goods and works, and any employment of consultants to be financed out of the proceeds of the MAE GEF Trust Fund Grant, any approval of bidding documents or requests of proposals or contracts required under the laws of the Borrower shall be given only by MAE.
Special Approvals. The prior approval of the Management Committee shall be required for each of the following matters related to the Partnership whether or not the same is provided for in the Business Plan as approved by the Management Committee, such approval to be evidenced either by the affirmative vote of at least 4 of the 5 members of the Management Committee present at a meeting of the Committee, or the prior approval in writing of 4 of the 5 members of the Committee:
(i) the acquisition by the Partnership, or the entering into of any agreement binding on the Partnership, for the acquisition of any real property at any time after October 1, 1998, other than from either of the Other Partnerships or as may be required in the reasonable opinion of the General Partner for purposes of development of the then existing Partnership Property,
(ii) the sale, assignment, exchange, transfer, or any other disposition or type of conveyance of any real property included in the Partnership Property, by the Partnership to or with any person who is an Affiliate of any of the Limited Partners comprising the Great Gulf Group, or any agreement(s) to do any of the foregoing, in each case other than with either of the Other Partnerships;
(iii) the payment of any fee to the General Partner or any of the Limited Partners comprising the Great Gulf Group which has not been previously agreed to by the Allan Group;
(iv) the purchase or redemption by the Parxxxxxhip of any Partnership Interest. For greater certainty distributions of Net Operating Cash or Net Cash Flow to the Partners provided for elsewhere in this Agreement, including Articles 8 and 9 do not constitute a purchase or redemption of a Partnership Interest;
(v) the distribution in kind to the Partners of any assets included in the Partnership Property;
(vi) the dissolution of the Partnership and termination of its business;
(vii) the termination of the Partnership within the meaning of Section 708(b) of the Code;
(viii) the change or reorganization of the Partnership into any other legal form.
Special Approvals. The supplier must deliver the products in accordance with the specifications. Should there be any temporary variations, it is possible request variation approval from BOMATEC. The variation approval must be made in writing and is only permissible for a limited quantity or a limited period. It must be granted by BOMATEC in writing. With the variation approval, the supplier’s responsibility (product liability, damage compensation) remains in force. Any additional costs resulting from special approv- als shall be borne by the supplier.
Special Approvals. Without the consent of 60% in economic interest of the Notes, while the Notes are outstanding, the Company will not (1) pay dividends on any class of its shares of common stock or any class of its preferred stock (except stock dividends to holders of its preferred stock) or (2) issue any securities or incur any indebtedness except for commercial bank and institutional lender financings and equipment leases ranking equivalent or senior to the Notes.
Special Approvals. The Corporation shall not, directly or indirectly, take any of the actions specified in Article III, Section A.6(c) of the Certificate without the prior written consent or vote of the Investors holding a majority of the then outstanding shares of Preferred Stock held by Investors, determined in accordance with Article III, Section A.6(a) of the Certificate.
Special Approvals. So long as any shares of Series C Preferred remain outstanding, the Company will not, without the approval of the Board of Directors, which approval must include the affirmative vote of the director appointed, in accordance with the Certificate of Designations, by the holders of the Series C Preferred:
(a) make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company;
(b) make any loan or advance to any person, including, any employee or director;
(c) guarantee any indebtedness except for trade accounts of the Company or any Subsidiary arising in the ordinary course of business;
(d) make any investment inconsistent with any investment policy approved by the Board of Directors;
(e) incur any aggregate Indebtedness in excess of $10,000,000 since the date of this Agreement;
(f) enter into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the 0000 Xxx) of any such person except transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of Directors;
(g) change the compensation of the executive officers, including approving any option grant or granting any bonus;
(h) change the principal business of the Company, enter new lines of business, or exit the Company’s current line of business; or
(i) take any action that would constitute, or enter into any agreement to take an action that would constitute, a Liquidation Event (as defined in the Certificate of Designations).
Special Approvals. Notwithstanding the general authority of the Managers under Section 6.1, the following matters shall, except as provided in (l) below, require the approval of (i) a majority of the Managers appointed by Molex, and (ii) a majority of the Managers appointed by Sxxxxxxx:
(a) any restatement, amendment, supplement or repeal of this Agreement or the Bylaws;
(b) any merger or consolidation of or involving the Company;
(c) any lease, sale, exchange, conveyance, or other transfer or disposition of all, or substantially all, of the assets of the Company;
(d) a change of the name of the Company;
(e) engaging in a business other than as provided for by this Agreement;
(f) payment of distributions to the Members (other than those provided for in Section 5.12(b) and except in connection with the Dissolution and winding up of the Company);
(g) the contribution of additional capital by any Member to the Company (other than as provided for in Article IV);
(h) the assignment of any of the property of the Company in trust for the benefit of creditors, or the making or filing, or acquiescence in the making or filing by any other person, of a petition or other action requesting the reorganization or liquidation of the Company under the Bankruptcy Laws;
(i) the issuance of any additional Interests or, except as otherwise provided in Article IX in connection with the transfer of an Interest, the admission of additional or substituted Members;
(j) any transaction between the Company and any Member or a Related Company of any Member;
(k) production by or on behalf of the Company of component parts which are available from either Sxxxxxxx or Molex;
(l) purchase by or on behalf of the Company of component parts from suppliers other than Sxxxxxxx or Molex, provided, however, that if, except as permitted by the applicable Supply Agreement, either Member is unable to consistently supply to the Company component parts which both (i) meet the Company's specifications within 180 days following notice by the Company and (ii) are available in such quantities as the Company shall request within 180 days following notice by the Company (such quantities so requested to be consistent with the forecast of estimated requirements provided pursuant to the applicable Supply Agreement), then a majority of the Managers appointed by the other Member shall have the sole power to approve and direct the purchase by or on behalf of the Company of component parts from suppliers other than Sxxxxxxx or Molex...
Special Approvals. Notwithstanding anything to the contrary in this Article 3, in addition to any other consent that may be required, the consent of a majority-in-interest of the Common Unitholders shall be required to authorize the following actions:
(i) Any material changes to the investment objective of the Company, as initially described in the Company’s Registration Statement on Form 10, as amended from time to time (the “Form 10”);
(ii) The entry into any new credit facility or similar documents pursuant to which the Company or its subsidiaries incurs leverage (other than those already approved by the Common Unitholders as of the date of this Agreement);
(iii) Any material amendments to credit facility or similar documents pursuant to which the Company or its subsidiaries incurs leverage;
(iv) Any changes to the Company’s target leverage ratio from that described in the Form 10;
(v) The listing of the Common Units (or any other securities issued by the Company) on any national securities exchange; and
(vi) Material changes to the Company’s use of financial instruments for hedging purposes from that as initially disclosed in the Form 10.
Special Approvals. 0km-PPM field-PPM SAF-HOLLAND (incoming goods inspection department) must be informed immediately of any known defects or errors determined at the supplier’s premises before delivery. Subject to certain conditions, SAF-HOLLAND may after prior consultation grant special approval temporarily in this case. For special approval to be granted, product characteristics such as the functionality and reliability of the product may not be impaired in any way. For approval to be granted, the following data must be provided as a minimum: Nature of defect SAF-HOLLAND item no. Order no. Serial no., batch no. Or other marking Photo of the defect where appropriate No. Of units for which special approval is to be granted Delivery note where applicable If special approval has been granted, the delivery lots must be marked clearly with the “Special approval” label. This label is to be found on the SAF-HOLLAND homepage under “SUPPLIERS”.
