Special Matters. SA-20” from the Table of Contents since it was not included in SA-20. A copy of the revised Table of Contents is attached hereto.
Special Matters. 6.1 If either Party reasonably believes any Field Products Commercialized by Licensee bearing any of the Licensed Core Trademarks may pose a material health or safety risk, or may not comply with any applicable Law relating thereto, such Party shall promptly notify the other Party in writing. Licensee and Licensor shall discuss in good faith, what actions to take to remedy the issues raised in any such notice.
6.2 Licensee may, at its sole discretion, institute and conduct any voluntary or discretionary recall, in the Territory, of any Field Product bearing any of the Licensed Core Trademarks. Licensee shall institute and conduct a recall, in the Territory, of any Field Product bearing any of the Licensed Core Trademarks to the extent required by Law or Governmental Entity. Licensee shall notify Licensor of the timing and procedures for the conduct of any recall by Licensee that involves any Field Product bearing any of the Licensed Core Trademarks, whether voluntary or mandated by Law or any Governmental Entity. Licensor acknowledges that Licensee may not have time to notify the other Licensee of such need and such initiation of such a recall. In such event, such Licensee may initiate such recall and, as soon thereafter as reasonably possible, such Licensee shall notify Licensor that a recall has been initiated. As soon as reasonably practical after the initiation of a recall, the Parties shall cooperate and coordinate their actions in a reasonable manner in respect thereto. Licensee shall bear its own expenses in connection with such recall.
6.3 Reasonably promptly after Licensee receives any material complaint, judicial service or action, action by a Governmental Authority or the like (“Action”), related to Licensee’s use of any of the Licensed Core Trademarks and such Action is reasonably likely to materially adversely affect Licensor (or any Other Licensee), Licensee shall notify Licensor as soon as reasonably possible, and the Parties shall, to the extent reasonably beneficial, cooperate and coordinate their actions in respect thereto.
Special Matters. SA-8 Early Exercise Aircraft, attached hereto, to describe the commercial considerations provided to Customer in consideration of the early exercise of the Block C Aircraft described in Recital Paragraph C above. Supplemental Agreement No. 8 to Purchase Agreement No. 3712
Special Matters. (a) Administrative Services in Connection with the Combined Profit Sharing Plan. It is agreed that PriceSmart will provide administrative services to the Combined Profit Sharing Plan from the Distribution Date through the Cut-Off Date at a reasonable fee to be agreed upon by PEI and PriceSmart, which fee shall comply with ERISA and other applicable law. Such services will be substantially similar to the services provided by PEI employees to the Combined Profit Sharing Plan.
Special Matters. 18.10.1. STORAGE TANKS: TENANT SHALL NOT INSTALL ANY STORAGE TANKS ON THE PROPERTY WITHOUT LANDLORD'S PRIOR WRITTEN CONSENT.
Special Matters. Notwithstanding anything to the contrary in this Agreement, (i) the following Sections may be amended only with the affirmative vote of the entire Partnership Committee: 1.3; 1.7(v); 1.7(oo); 1.8; 1.9; 2.1; 2.2; 2.3; 2.4; 3.1; 4; 5.1(j);
Special Matters. All decisions or resolutions in relation to the Company, which are required by applicable Law to be referred to or passed by Shareholders, must be made by a majority vote (being the requisite majority as specified in the Act) of the Shareholders except where, the Company is entitled to make a claim against any Shareholder or any other person associated with it, and Shareholder approval or ratification is required to authorize such claim, in which event such Shareholder hereby agrees to facilitate any such claim by the Company and shall not use its voting rights in respect of its shares to block or otherwise hinder such a claim by the Company.
Special Matters. Notwithstanding anything herein to the contrary, but subject to Section 7.3(c), approval of all the Directors then in office shall be required with respect to the following matters (each of which shall constitute a “Special Matter”). At any time that the Directors are considering a Special Matter, all of the Directors appointed by a Member must vote in the same manner, either for or against.
(i) The timing of the presentation and adoption of each Annual Budget, Three-Year Budget and Strategic Plan;
(ii) Any increase in the cost of a material element identified in the Annual Budget or Provisional Budget that individually or in the aggregate amounts to a material increase in the cost of such element in the Annual Budget or Provisional Budget, or any increase in any other costs incurred in accordance with the Annual Budget or Provisional Budget that amounts to a material increase in the aggregate costs under the Annual Budget or Provisional Budget (other than any variance relating to a Non-Controllable Item);
(iii) The entry into of any contract that exceeds $50 million in total potential liability or risk to the Company over the term of the contract, unless the expenditures for such contract are provided for in the Annual Budget, Three-Year Budget or Provisional Budget;
(iv) The entry into of any contract between the Company and any Member or any of such Member’s Affiliates not specifically provided for in the Annual Budget, Three-Year Budget or Provisional Budget and exceeding $10 million in total potential liability or risk to the Company over the term of the contract;
(v) The making of any distribution by the Company to its Members (other than distributions required to be made pursuant to Section 6.3) or by any Subsidiary to the Company (other than as necessary so that the Company may make distributions required to be made pursuant to Section 6.3);
(vi) Any change to the organization, governance or management of any Subsidiary of the Company from the principles set forth in Section 7.10, and any commitments to provide capital or credit support to a Subsidiary or Investee Company;
(vii) The issuance of any New Securities or the admission of any new Member to the Company (other than in connection with a Transfer of a Membership Interest in compliance with Article IX or Section 12.2 and subject to any approval required under Section 7.8);
(viii) Any incurrence of indebtedness, individually or in a series of related transactions that have not been expressly a...
Special Matters. The affirmative vote of the holders of at least a majority of the outstanding shares of the Corporation entitled to vote thereon shall be required to approve:
(a) any amendment to this Certificate of Incorporation; and (b) any merger, consolidation or share exchange; provided that where, pursuant to the General Corporation Law of the State of Delaware, the holders of the outstanding shares of any class shall be entitled to vote as a class in respect of any such amendment or transaction, the proposed amendment or transaction shall be approved upon receiving the affirmative vote of the holders of at least a majority of the outstanding shares of each class of shares entitled to vote as a class in respect thereof and of the total outstanding shares entitled to vote. In addition, so long as any Series A Preferred Shares remain outstanding the Corporation shall not, without the affirmative vote or written consent by the holders of not less than 51 % of the Series A Preferred Shares then outstanding:
Special Matters. The Parties shall analyze in advance of the discussion of the general meeting and the notification thereof any resolutions related to the matters that are listed below in this Clause 4.3 (hereinafter, the “Special Matters”). To that end, the Parties undertake to meet in advance and, in any case, at least five (5) business days in advance of the general meeting in which any of the Special Matters is included in the order of the day of the general meeting, to agree on the direction of the vote of the Parties in relation to that Special Matter, leaving written evidence thereof. The Parties undertake to vote in the respective meeting pursuant to the agreement reached in that meeting and, in the absence of an agreement, to vote against the adoption of the resolution related to the Special Matter. The Parties undertake to take all the Necessary Acts (including, without limitation, not attending or attending and voting against in the general meeting) to prevent the adoption of any agreement related to a Special Matter that has not been previously agreed by the Parties. The following shall be deemed Special Matters:
(i) Increases and/or returns of the Company’s capital in an amount with a par value greater, as a whole considering all the increases approved from the date hereof, than two hundred and fifty million pesos ($250,000,000), even if they are made by issuing any convertible securities. All increases shall have a premium over par which, together with the par value, may not be less than the FMV (“Fair Market Value”). If capital is reduced for any reason, this excess of two hundred and fifty million pesos in par value shall be reduced proportionally. Shareholders’ Agreement
(ii) Reductions in the Company’s capital, except such as are legally required.
(iii) The merger of the Company or any of its Material Subsidiaries, except in the case of mergers between Material Subsidiaries or between Material Subsidiaries and other subsidiaries of the Company.
(iv) The divestiture of the Company or of any of its Material Subsidiaries.
(v) The transformation of the Company or of any of its Material Subsidiaries.
(vi) The dissolution of the Company and/or its Material Subsidiaries, except in cases of obligatory performance pursuant to the applicable law.
(vii) Notwithstanding the provisions of point (i) above, the issuance or granting of options, subscription rights, convertible obligations, warrants, or other rights or securities subject to being converted into certificat...
