Transactions Requiring Approval. For a period of three years beginning on the Effective Date (the Restricted Period), the following transactions shall require the approval of a majority of the Fairmount Independent Directors:
(i) the issuance of additional classes of Capital Stock or series of equity securities either (A) to Sibelco or any Sibelco-related Party in whole or in part, or (B) as the Fairmount Independent Directors otherwise determine may involve an actual or potential conflict of interest between Sibelco and the other stockholders of the Company;
(ii) the entry into any transaction (including any amendment, modification or supplement to any agreement existing on or prior to the Effective Time) between the Company or any of its Subsidiaries, on the one hand, and Sibelco or any Sibelco-related Party, on the other hand, (A) requiring annual payments in excess of $2,000,000 or with respect to which aggregate consideration exceeds $10,000,000, (B) which is otherwise material to the Company, or (C) which is not on arm’s length terms; provided, however, that, for the avoidance of doubt, this Section 2.3(a) shall not apply to any transactions entered into pursuant to any agreements existing on or prior to the Effective Time; and
(iii) the commencement, enforcement, waiver, release, assignment, settlement or compromise of any claims or causes of action held by the Company or any of its Subsidiaries, on the one hand, against Sibelco or any Sibelco-related Party, on the other hand (a Related Party Claim).
Transactions Requiring Approval. Notwithstanding any other provision of this Agreement, the Managers shall not, without the consent of all Members holding eighty percent (80%) of the Membership Percentages of the Company: Admit any additional Members other than pursuant to Section 10 hereof; Elect to dissolve the Company; Approve the sale or other disposition of all or substantially all of the assets of the Company; Approve the merger or consolidation of the Company with or into another entity; or Amend this Agreement.
Transactions Requiring Approval. The affairs of management going beyond the normal business operations of the company and requiring the approval of the Advisory Board in accordance with sections 7 and 8, paragraph 2, of the Shareholders' Agreement particularly include the activities listed in the Annex entitled "Actions requiring approval". Such approval shall require a two-thirds majority of Advisory Board members. The list of actions requiring approval may be changed by resolution of the shareholders.
Transactions Requiring Approval. Director is familiar with the terms of the Company’s articles of association, in particular but not limited to § 5.3 of the articles of association of the Company or any equivalent provision of the articles of association as amended from time to time, which – in accordance with sec 95 para 5 AktG – provides that the conclusion of certain transactions or the implementation of certain actions requires the prior consent of the supervisory board. Director is further obliged to obtain the prior consent of the corporate bodies with respect to all matters for which consent has to be obtained from these bodies by virtue of the law, any provisions of the articles of association or by virtue of shareholder resolution, in particular under rules of procedure for the Directors as amended form time, if any. If the Company is reorganized from a stock corporation to a limited liability company (see 1.2 above), the provisions of the Limited Liability Company Act on requirements as to approval of certain transactions or actions as well as any provisions of articles of association or by virtue of shareholder resolution, in particular under rules of procedure for the managing directors as amended form time, if any, shall be applicable accordingly.
Transactions Requiring Approval. The K-Tron Group
3.3.1 may not without prior written approval of the bankx xxxxx xxx credits or loans to third parties or affiliated companies, may not repay any such credits or loans, may not incur any contingent liabilities, and may not pledge additional collateral for other credits or claims.
3.3.2 may not distribute any dividends without the approval of the banks.
3.3.3 shall obtain the approval of the banks before the sale of any assets valued at over SFr. 100,000.00.
3.3.4 may not without the prior written consent of the banks make any (partial) investments or disinvestments in/of shares, including any participations except those in the annually submitted investment budget. The banks are aware of the planned sale of K-Tron (France) S.a.r.l. and Haslxx Xxxres Brazil Ind. e. com. Ltda.
3.3.6 may not, without the written consent of the banks, deviate from the reorganization concept or the action plan according to Appendix 2.
3.3.7 may not, without the written consent of the banks, conclude any new license agreements and may not modify the existing license agreements.
Transactions Requiring Approval. 3.1 The power to manage the affairs of the Company includes any and all actions and measures within the framework of the Company’s ordinary course of business.
3.2 With respect to any transactions which go beyond the Company’s ordinary course of business, the Managing Director shall obtain the prior express approval from the shareholders.
3.3 This applies particularly to those transactions which the Company’s Articles of Association, the policies and rules of procedure, any resolution of the shareholders or the operational guidelines define as requiring approval.
3.4 Notwithstanding the foregoing, the following transactions shall in any case require the prior express approval of the shareholders:
a) Establishment and termination of branches of the Company;
b) Takeover or abandonment of the management or direction of other enterprises as well as the conclusion, termination or amendment of inter-company agreements within the meaning of Sections 291,292 AktG (Stock Corporation Act), as well as legal transactions with affiliated companies and the exercise of shareholder rights in affiliated companies;
c) formation, acquisition, disposal or encumbrance of any entities, shareholdings in any entities, businesses, partial businesses or material parts of businesses;
d) Acquisition, disposal or encumbrance of real property and equivalent rights as well as the conclusion, amendment and termination of lease and rental contracts on real property and premises;
e) Operating expenses exceeding EUR 10.000 in the individual case as well as the conclusion, amendment and termination of recurring obligations providing for a monthly burden of the Company of more than EUR 25.000 or an annual burden of more than EUR 50.000 or for a fixed duration of more than one year. Where urgent operational reasons make it necessary, raw materials and merchandise up to a value of EUR 50,000 may be purchased without prior consent from the shareholder. In such cases the Managing Director must obtain approval as soon as possible.
f) Conclusion, amendment and termination of employment contracts, agreements with independent contractors, pension commitments, the granting of participations to employees in the annual profits or turnover of the Company, the conclusion of termination agreements with staff, the development, modification or termination of the Company’s compensation principles, in particular the compensation groups;
g) Taking of bank credits and loans as well as transfers of ownership by w...
Transactions Requiring Approval. The Managing Director shall require, for all transactions and measures that go beyond the usual operations of the Company’s business activities, the express consent of the shareholders’ meeting. This shall include in particular:
a) All disposition regarding property, rights to a property or rights to a property right, and the obligation to undertake such dispositions;
b) The sale of the Company as a whole, the setup, sale, and abandonment of businesses or business locations;
c) The acquisition of other companies, the acquisition, modification, or termination of interests – including silent ones – including the acquisition of shares in the Company as well as the assignment of the Company’s own shares, and the casting of votes in affiliated companies;
d) The signing, changing, and terminating of contracts regarding consolidations (domination contracts and profit and loss agreements), pooling, and collaborations;
e) The signing, changing, and terminating of licensing contracts;
f) Procurements and investments, including the undertaking of construction measures, when the procurement or manufacturing costs exceed €5,000.00 on an individual basis or €50,000 in a fiscal year;
g) A permanent change in the conventional type of management, organization, production, or sales; in addition, the cessation or major restriction of operating business segments and the absorption of new business segments;
h) The recourse to or granting of collateral or credit as well as the taking over of third-party liabilities; exceptions are customer- and supplier credit as long as they do not exceed €5,000.00 per individual case or €50,000 total.
i) The signing and terminating of continuous obligation contracts;
j) The hiring and dismissal of employees requires the approval of two managing directors;
k) The granting of powers of attorney and proxy powers;
l) The initiating of lawsuits;
m) The granting of executory donations as well as the giving of non-market-conventional gifts;
n) Agreements with close family members of shareholders or managing directors and with companies, in which shareholders or managing directors or their dependents have a significant interest.
o) The EXTRUDE HONE CORPORATION’s Schedule of Authority shall be complied with.
Transactions Requiring Approval. The Transactions Requiring Approval relate to (1) the provision of services by the Group in connection with system and networking for buildings owned and/or managed by the SHKP Group, and sub-contracting of part of such services by the Group to sub-contractors being subsidiaries of the SHKP Group; and (2) maintenance and repairs of the aforesaid system and networking by the Group, and sub-contracting of part of such maintenance and repair works by the Group to sub- contractors being subsidiaries of the SHKP Group. Members of the Group will continue to provide services under the System and Networking Arrangement to members of the SHKP Group, and part of such works will be sub-contracted by the Group to members of the SHKP Group pursuant to the System and Networking Sub-contracting Arrangement. Further particulars of the System and Networking Arrangement and the System and Networking Sub- contracting Arrangement are respectively set out in sections A and C below. Members of the Group will also continue to be engaged by members of the SHKP Group to carry out works under the Maintenance Arrangement, and part of such works will be sub-contracted by the Group to members of the SHKP Group pursuant to the Maintenance Sub-contracting Arrangement. Further particulars of the Maintenance Arrangement and the Maintenance Sub-contracting Arrangement are respectively set out in sections B and D below.
A. Design, installation, operation and provision of systems and networking on a project basis by the Group for buildings owned and/or managed by the SHKP Group
B. Maintenance and repair of systems and networking on a project basis by the Group for buildings owned and/or managed by the SHKP Group
(i) ELV and IT systems (including but not limited to SMATV/CABD, access control, car park control and other security systems); and (ii) cable network (including but not limited to voice and data network, building services access and power supply), optical fiber network, broadband network and other IT infrastructure networks in buildings owned and/or managed by the SHKP Group on a project basis (the “Maintenance Arrangement”). The Group has charged and will continue to charge the relevant members of the SHKP Group fees for services provided under the Maintenance Arrangement. On 5 May 2020, the Company and SHKP entered into a new agreement whereby the Company has agreed to procure the relevant members of the Group to provide services contemplated under the Maintenance Arrangement to me...
Transactions Requiring Approval. It is anticipated that the revenue ratio set out in Rule 14.07 of the Listing Rules in respect of each of (i) the System and Networking Arrangement and the System and Networking Sub- contracting Arrangement, which are required to be aggregated under Rule 14A.81 of the Listing Rules; and (ii) the Maintenance Arrangement and the Maintenance Sub-contracting Arrangement, which are required to be aggregated under Rule 14A.81 of the Listing Rules, on an annual basis will be more than 5% but will be less than 25%, such transactions will constitute non-exempt continuing connected transactions of the Company under Chapter 14A of the Listing Rules. The Transactions Requiring Approval are subject to the reporting, announcement, annual review and the Independent Shareholders’ Approval requirements under Chapter 14A of the Listing Rules. Accordingly, the Company will seek the Independent Shareholders’ Approval (by way of poll) for the Group to conduct each category of the Transactions Requiring Approval for the period from 1 July 2020 to 30 June 2023 on the condition that each category of these transactions (when separately aggregated) shall not exceed the relevant annual cap set out below: A. System and Networking Arrangement 100,200,000 132,800,000 212,700,000 B. Maintenance Arrangement 76,900,000 87,300,000 99,200,000 C. System and Networking 9,000,000 15,200,000 22,200,000 D. Sub-contracting Arrangement Maintenance Sub-contracting Arrangement 6,000,000 8,300,000 10,600,000 If there are any material changes in any terms of the New Agreements for the Transactions Requiring Approval or the relevant annual caps stated above are exceeded, the Company will comply with the applicable requirements under the Listing Rules, unless the Company reports to the Stock Exchange and is granted an exemption. Given that Messrs. XXXX Xxxx-luen, Xxxxxxx, XXXX Xxx-xxx, Xxxxx, XXXX Xxx-xx, Xxxx and XXXX Xxx-wang, Xxxxxxxxxxx are directors of both the Company and SHKP, they are regarded as materially interested in the Transactions Requiring Approval, and they have therefore abstained from voting on the Board resolutions approving the Transactions Requiring Approval. As Xx. XXXXXX Xxxx-xxx is a consultant of the firm of solicitors which provides professional services to the Company in relation to the Transactions Requiring Approval, he has also abstained from voting on the Board resolutions approving the Transactions Requiring Approval to avoid potential conflicts of interests. Likewise, a...
Transactions Requiring Approval. The scope of the power of representation and signing authority of the Managing Director are governed by the articles of association, [the rules of procedure] and relevant shareholders resolutions.
