Specific Approvals. Notwithstanding the provisions of Section 11.01(a), no amendment, waiver or consent with respect to which the Required Consents are required pursuant to Section 11.01(a) and shall have been obtained shall, expressly by its terms:
(i) extend or increase the Commitment of any Lender without the written consent of such Lender or extend the final expiration date of any Letter of Credit beyond the stated expiration date for such Letter of Credit without the written consent of the applicable Issuing Bank, it being understood that an amendment or waiver of, or a consent with respect to, any condition precedent set forth in Section 4.02, any Default (including with respect to grace periods), Event of Default, mandatory prepayment or mandatory reduction of Commitments shall not constitute an extension or increase of any Commitment of any Lender or an extension of the final expiration date of any Letter of Credit; or
(ii) reduce the principal of, or the rate of interest on, any Loan without the written consent of each Lender entitled to such principal or interest; postpone any date scheduled for any payment of principal or interest on a Loan held by any Lender without the written consent of such Lender; reduce or postpone any date scheduled for any payment of any fees payable to any Lender or with respect to a Letter of Credit under any Loan Document (including fees payable with respect to a Letter of Credit and fees payable under Section 2.11(b)) without the written consent of the Lender or other Person entitled to such fees thereunder; it being understood that,
Specific Approvals. (a) The prior approval of a majority of the Independent Directors will be required to:
(i) delist the American Depositary Shares of the Company from Nasdaq;
(ii) deregister the Ordinary Shares and/or the American Depositary Shares of the Company under the Exchange Act; or
(iii) amend any provision of the Company’s Organizational Documents to the extent that such amendment would be inconsistent with or conflict with the provisions of this Agreement.
(b) Any “related party transaction,” as defined in Nasdaq Marketplace Rule 5630, or transactions or matters involving a “related person” as defined under Item 404 of Regulation S-K promulgated under the Exchange Act, will require the prior approval of the Audit Committee.
(c) In the event any matter is presented to the Board for prior approval or determination and any of the HSH Directors have an actual or potential conflict of interest with respect to such matter, as determined in good faith by a majority of the Independent Directors, the approval or determination with respect to such matter will be made by a majority of the members of the Board without such conflict or interest. In the event any such matter is being presented to the Board by HSH or the HSH Directors, HSH or the HSH Directors will provide reasonable advance notice to the Board regarding any such matter and will not consult with management of the Company regarding such matter prior to the giving of such advance notice to the Board.
Specific Approvals. (i) The prior approval of a majority of the Independent Directors and a majority of the Investor Directors will be required to: (a) delist the American Depositary Shares from Nasdaq; (b) deregister the Ordinary Shares and American Depositary Shares of the Company under the Exchange Act; (c) apply for an exemption from any regulations of the Commission or Nasdaq (including, without limitation, the corporate governance requirements of the Nasdaq Marketplace Rules (5600 series)), except for any exemption relating to “controlled companies” pursuant to Nasdaq Marketplace Rule 5615; or (d) elect not to rely on the “home country” exception under Nasdaq Marketplace Rule 5615(a)(3) with respect to the eligibility of persons to serve on the Nominating Committee.
(ii) Any “related party transaction,” as defined in Nasdaq Marketplace Rule 5630, or transactions or matters involving a “related person” as defined under Item 404 of Regulation S-K promulgated under the Exchange Act, will require the prior approval of the Audit Committee.
(iii) In the event any matter is presented to the Board for prior approval or determination and the Investor Directors have an actual or potential conflict of interest with respect to such matter, as determined in good faith by a majority of the Independent Directors, the approval or determination with respect to such matter will be made by a majority of the Independent Directors. In the event any such matter is being presented to the Board by the Investor or the Investor Directors, the Investor or the Investor Directors will provide reasonable advance notice to the Board regarding any such matter and will not consult with management of the Company regarding such matter prior to the giving of such advance notice to the Board.
Specific Approvals. Before Lender shall be committed to extend any credit to Borrower under this Agreement to fund an acquisition by Borrower of a proposed investment in an apartment complex (a "PROPERTY INVESTMENT," provided that such term shall not include any Released Property Investment), Borrower shall prepare or cause to be prepared a term sheet for each proposed Property Investment and shall submit the same for review to Lender. Borrower shall furnish any other information reasonably requested by Lender. Borrower may furnish Lender various tables and charts illustrating the potential results of operations of a proposed Property Investment under various scenarios and various hypothetical sale scenarios. Lender acknowledges any such illustrations would be based upon assumptions as to future events which cannot be predicted with any degree of certainty and based upon assumptions as to the future furnished by third party development partners in Property Investments. There is no assurance that the assumptions will be shown to be correct. Actual results will usually vary and the variances may be material. Lender shall, in its sole and absolute discretion, notify Borrower of its approval of a proposed Property Investment within 10 days; provided, however, that Lender shall be under no obligation to approve any particular proposed Property Investment. Borrower expressly agrees and acknowledges that Property Investments, loans, financings or other financial transactions under or contemplated by this Agreement shall comply with the precepts of Islamic Xxxxx'ah as interpreted by Lender as Borrower receives notice of such precepts from time to time. Upon any such notification, Lender and Borrower shall cooperate in good faith and implement such precepts in such manner as shall give effect to such precepts while preserving the existing benefit of its bargain for each of Lender, Borrower, and any other participant in Property Investments and minimizing disruption of the existing relationships, agreements and arrangements among such parties. Lender, after consultation with, and consideration by, its Xxxxx'ah Committee, has the sole discretion to approve or disapprove the implementation of such precepts and matters affected by such precepts, even if such decisions could have an adverse effect on Borrower or any other participant in Property Investments, provided the implementation of such precepts does not adversely effect the economic relationship of Lender, Borrower and any other pa...
Specific Approvals. Each of the OVEC Sponsoring Companies must fail to exercise each of their right of first offer under the ICPA before Allegheny may assign its rights and obligations under the ICPA. Consent to the assignment of all of Allegheny’s rights and obligations under the ICPA and the transfer of the OVEC Shares to Purchaser by XL Capital Assurance, as the insurance wrap provider and guarantor to bondholders, under a $305 million bond financing that is wrapped by a credit-insurance policy, primarily documented by an Indenture and an Insurance and Reimbursement Agreement, both dated as of December 21, 2001. Consent to the assignment of all of Allegheny’s rights and obligations under the ICPA and the transfer of the OVEC Shares to Purchaser by certain required lenders under a $60 million term loan facility, primarily documented by a Term Credit Agreement, dated as of March 25, 2003, among OVEC, a syndicate of banks and LaSalle Bank N.A., as administrative agent. Consent to the assignment of all of Allegheny’s rights and obligations under the ICPA and the transfer of the OVEC Shares to Purchaser by KeyBank, N.A. and certain required lenders under a 364-day revolving loan facility, primarily documented by a 364-day Credit Agreement, dated as of August 10, 2001, among OVEC, a syndicate of lenders and KeyBank N.A., as administrative agent.
Specific Approvals. In addition to any other approvals or authorizations required under the Memorandum or these Articles, the Company shall not take any of the following actions without the prior approval of either (i) the Audit Committee or (ii) a majority of the Independent Directors:
(a) delist the ADSs of the Company from Nasdaq;
(b) deregister the Ordinary Shares and/or the ADSs of the Company under the Exchange Act; or (c) enter into any Related Party Transaction.
Specific Approvals. Prior to commencing Tenant’s Work, Tenant must obtain the following (as further discussed below):
Specific Approvals. The Manager covenants and agrees that in connection with the performance of its duties under this Agreement, the Manager shall submit to the Owner for the Approval of the Owner (and, subject as hereinafter provided in this Section 8.2, the Manager shall not proceed without the Approval of the Owner):
(a) any matter or act which according to the specific provisions of this Agreement requires the Approval of the Owner or that it be Approved by the Owner; and
(b) the acquisition or disposal of any property or the incurring of any non-capital obligation involving a sum in excess of $50,000.00 for any transaction or group of similar or related transactions except for expenditures made and obligations incurred pursuant to an Approved Budget or otherwise in accordance with Section 4.4.
