Unanimous Action Clause Samples

The Unanimous Action clause requires that all parties involved must agree before certain decisions or actions can be taken under the agreement. In practice, this means that no single party or subset of parties can act independently on matters covered by the clause; for example, major amendments, dissolutions, or significant financial commitments may only proceed with the express consent of every party. This clause ensures that all stakeholders retain equal control over critical decisions, preventing unilateral actions and protecting the interests of each participant.
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Unanimous Action. Except as otherwise provided in this Agreement, all actions taken by ▇▇▇▇▇▇▇▇ and MWN in their joint capacity as Escrow Agent shall be unanimous.
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Unanimous Action. Except as expressly set forth in this PDA, all material decisions relating to the Project shall be made by the unanimous agreement of all of the Parties. Without limiting the foregoing, it shall take the unanimous consent of the Parties to retain any attorney, consultant or other adviser to undertake work on behalf of the Project. The scope of all work to be performed by any such attorney, consultant or adviser shall be set forth in writing, and the Parties shall prepare and approve a budget and obtain proposals for such work before approving the retention. The Parties agree to work together to control the costs of all attorneys, consultants and other advisers. Notwithstanding the foregoing, the Parties acknowledge that Energy Generation Corporation and Taylor-DeJongh Inc., will ▇▇▇▇▇▇▇, ▇▇▇▇ng the term of this PDA, engineering and financial analysis services to the Project on the most favorable terms and prices as are generally available to the best customers of Energy Generation Corporations and Taylor-DeJongh Inc.
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Unanimous Action. All actions taken by said Operating Committee must be by unanimous vote or consent of all OC Representatives (including Alternates acting during OC Representatives* absence).
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Unanimous Action. Notwithstanding any other term or condition of this or any other Loan Document, the Agent may not without the prior instruction of all of the Lenders (except any Lender in default of its duty to make Advances) do any of the following things: (1) modify interest rates or fees or extend the Expiry Date, (2) release or reduce the liability of the Borrower or any Guarantor, (3) release any substantial or essential part of the Collateral, or (4) exercise any right or remedy upon the default of the Borrower and the Subsidiaries (except to suspend the duties of the Lenders to make Advances and the duty of USB to make Swingline Loans).
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Unanimous Action. Subject to subsection (b), the Commission and this Charter-Contract may be terminated by unanimous action of the Members, taken by their respective governing bodies.
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Unanimous Action. Neither the Venture nor any Venturer, without the prior written consent of Venturers owning more than 90% of the then outstanding JV Interests, shall: (a) Admit an additional Venturer except, in the event of a Capital Call, the consent of a non-contributing Venturer would not be required to admit an additional Venturer advancing all or a portion of the non-contributing Venturer's portion of such additional Capital Contribution; (b) Amend or modify this Agreement in any matter, or waive any right or privilege of the Venture or Venturer under this Agreement, including but not limited to altering the manner in determining each Venturer's Ownership Ratio and JV Interests credited to each Venturer; (c) Sell, exchange or otherwise dispose of all or substantially all of such Venture's assets, or on a recourse basis, borrow in excess of $100,000 from any third party for purposes other than refinancing existing Venture indebtedness or working capital; (d) Approve any act which could have a material adverse effect on any gaming license of the Venture or any Venturer; (e) Redeem any portion of a Venturer's JV Interests by the Venture; (f) Authorize a change in any material respect in the nature of the Venture's business, including, but not limited to, any material change to the Project; (g) Grant a material lien, charge or encumbrance upon the Venture's assets; (h) Authorize the initiation of any action of the Venture under the applicable federal bankruptcy law (other than the filing of a proof of claim to collect a debt to the Venture); (i) Authorize an amendment to the Management Agreement; (j) Authorize any material litigation, or any material regulatory proceeding, which has not arisen in the ordinary course of the Venturer's business; (k) Approve the reorganization of the Venture or the acquisition of another business by the Venture; or (l) Authorize the dissolution of the Venture.
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Related to Unanimous Action

  • Unanimous Consent Agent shall obtain the written consent of each Holder (other than a Related A-2 Holder), prior to taking any of the following actions (each, a “Unanimous Consent Decision”): (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration of the Maturity Date, (ii) a reduction in the interest rate or the monthly debt service payment or Prepayment Premium payable on the Mortgage Loan or a loss of the right to receive any such payment of principal or interest (including, without limitation, any accrued interest) or any fee (other than one month’s late charge), (iii) a deferral or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or (v) an increase or reduction in the principal amount of the Mortgage Loan (other than an increase as a result of Servicing Advances); (d) any waiver of an Event of Default; (e) except as provided in Section 5.03 below, to accelerate the Maturity Date, commence foreclosure proceedings, accept the conveyance of title to the Mortgaged Property in lieu of foreclosure or otherwise, commence any proceedings to collect any amounts owing or claimed to be owing under any guaranty, appoint or request the appointment of a receiver for the Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to the number or percentage of Holders required to make any determinations or receive any rights hereunder; (i) subordination of the Liens created by the Loan Documents to any other liens securing indebtedness of Borrower or otherwise; and (j) consent to any senior or subordinate financing and any loan that may replace it; (k) any waiver of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause or any other restriction on the sale or transfer of the Mortgaged Property or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.

  • Quorum; Action The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series; provided, however, that if any Act is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the Outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of any adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum. Except as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided, however, that, except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other Act which this Indenture expressly provides may be made, given or taken by the Holders of a specific percentage, that is less than a majority in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of that series. Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all of the Holders of Securities of such series and the related coupons, whether or not present or represented at the meeting. Notwithstanding the foregoing provisions of this Section 1504, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any request, demand, authorization, direction, notice, consent, waiver or other act that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage in principal amount of all, Outstanding Securities affected thereby, or of the Holders of such series and one or more additional series: (i) there shall be no minimum quorum requirement for such meeting; and (ii) the principal amount of the Outstanding Securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under this Indenture.

  • Quorum and Action (a) The Trustees shall set forth in the Bylaws the quorum required for the transaction of business by the Shareholders at a meeting, which quorum shall in no event be less than Shares representing thirty percent (30%) of the voting power of the Shares entitled to vote at such meeting. If a quorum is present when a duly called and held meeting is convened, the Shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of Shareholders originally present leaves less than the proportion or number otherwise required for a quorum. (b) The Shareholders shall take action by the affirmative vote of the holders of Shares entitled to vote and representing a majority of votes cast at a meeting of Shareholders at which a quorum is present, except in the case of the election of Trustees which shall only require a plurality and except as may be otherwise required by applicable law or any provision of this Declaration or the Bylaws.

  • Stockholder Action Each Stockholder agrees that, in such Stockholder's capacity as a stockholder of the Company, such Stockholder shall, pursuant to Section 2.5 hereof, vote, or grant proxies relating to the Common Stock at the time held by such Stockholder to vote, all of such Stockholder's Common Stock in favor of any sale or exchange of securities of the Company or any merger, consolidation or other business combination or any similar transaction pursuant to Section 2.5 hereof if, and to the extent that, approval of the Company's stockholders is required in order to effect such transaction. ARTICLE III

  • Shareholder Action by Written Consent without a Meeting Any action which may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent or the Shareholder’s proxy holders or a transferee of the Shares or a personal representative of the Shareholder or its respective proxy-holder may revoke the consent by a writing received by the secretary of the Trust before written consents of the number of Shares required to authorize the proposed action have been filed with the secretary. If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the secretary shall give prompt notice of the action taken without a meeting to such Shareholders. This notice shall be given in the manner specified in the By-Laws.