Unanimous Decisions. Notwithstanding the foregoing, any consent or approval required or permitted by this Agreement or in any Loan Document to be given by Lender to (i) increase the commitment of any Lender; (ii) change the principal of, or Spread that has accrued or that will be charged on the outstanding principal amount of the Loan; (iii) reduce the amount of any fees payable to Lender; (iv) postpone any date fixed for any payment of principal or, or interest on, the Loan (including, the Maturity Date) or for the payment of fees or any other obligations of Borrower or Guarantor; (v) change any Lender’s Pro Rata Share; (vi) amend the sections of the Loan Agreement governing waivers and amendments or amend the definitions of the terms used in the Loan Agreement or any of the other Loan Documents insofar as such definitions affect amendments; (vii) release any Guarantor of its obligations except in connection with a Replacement Guarantor; (viii) release or dispose of any collateral for the Loan except as permitted under the Loan Documents or consent to any transfer prohibited by the Loan Documents without consent, (ix) waive any monetary Event of Default; (x) decide not to accelerate the Loan during the continuance of an Event of Default; (xi) consent to or waiver of any further monetary encumbrance of the Property or pledge of the direct or indirect interest in Borrower, in each case, to the extent not otherwise permitted by the Loan Documents or permitted with the approval of Administrative Agent pursuant to Section 17.22(a) above and the approval of Administrative Agent has been obtained; (xii) enter into any agreement providing for the subordination of the Loan to any other interest which would constitute a lien against the Property or any transfers of the Property or the Loan by Borrower or of equity interests in Borrower (in each instance to the extent not permitted by this Agreement and the other Loan Documents); (xiii) amend this Section 17.22 or any other co-lender provision in this Agreement or the other Loan Documents, or (xiv) a decision not to accelerate the Loan following an Event of Default (the “Unanimous Decisions”) may only be given or waived, with the written consent of Administrative Agent at the written direction of all Lenders.
Unanimous Decisions any extension, postponement or waiver of the date for payment of any interest, principal or fee in respect of a Note (other than extensions of maturity as permitted under Section 2.7 of the Mezzanine Loan Agreement);
Unanimous Decisions. Actions and decisions to be taken by the JDC shall be made only following a unanimous vote, with each Party’s representatives on the JDC [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. having collectively one (1) vote. If the JDC cannot reach unanimous agreement within [***] of a matter being brought to a vote, either Party may refer the dispute to the Parties’ executives for resolution in accordance with Section 15.1 and the other provisions of Article 15. The JDC has no authority to amend, or to waive compliance with, any provisions of this Agreement.
Unanimous Decisions. Notwithstanding anything to the contrary in this Agreement, no act shall be taken, sum expended, decision made or obligation incurred by the Partnership, the Administering General Partner or any of the General Partners with respect to a matter within the scope of any of the Unanimous Decisions, unless and until the prior written consent of all of the General Partners shall have been obtained pursuant to and in accordance with this Section 3.4 and Section
Unanimous Decisions. Notwithstanding any other provisions of this Agreement to the contrary, the following decisions or actions shall require the unanimous consent of the Members:
(a) To enter into any business activity or undertaking other than those purposes set forth in Section 2.4 of this Agreement;
(b) Other than repayment for or work associated with the Initial Loan, to pay salaries or fees directly or indirectly to any Member or any affiliate or employee of a Member;
(c) To sell or otherwise Dispose of all or substantially all of the assets of the Company;
(d) Upon the Disposition of one or more of the Project Companies or the assets of one or more of the Project Companies, to incur any liability or costs which would reduce by more than $100,000 per year the amount of proceeds to be distributed to the Members;
(e) To amend this Agreement in any manner;
(f) To transfer any Membership Interest or add any member;
(g) To perform any act that would subject the Members to liability in any jurisdiction beyond the limits of each Member’s Membership Interest; and
(h) To refrain from performing any act if such failure would subject the Members to liability in any jurisdiction beyond the limits of each Member’s Membership Interest.
Unanimous Decisions. All Unanimous Decisions with respect to the Partnership's business shall require the approval of all of the Partners. Accordingly, notwithstanding anything to the contrary, no Partner, including the Managing Partner, has the right or power to make any Unanimous Decision on behalf of the Partnership until it has been authorized by all Partners. The term "Unanimous Decision" as used in the Agreement, means any decision with respect to the following matters:
Unanimous Decisions. The Managers will not have any authority to authorize or approve or take any action with regard to any matter unless the same has been approved by each Manager.
Unanimous Decisions. The Management Committee shall have the right, power and authority to approve and/or cause the Company to undertake any of the actions listed below only if approved by a Unanimous Approval of all Representatives. However, anything contained in this Agreement to the contrary notwithstanding, in all other situations and with respect to all other matters, the Management Committee shall have the right, power and authority to approve and/or cause the Company to undertake any action by the vote of a Simple Majority of the Representatives.
Unanimous Decisions. Decisions of the Research Steering Committee may be made only unanimously, with each of PRI and Dendreon having one vote.
Unanimous Decisions. The following decisions shall be Unanimous Decisions and the voting mechanism described in Section 5.3(c) shall determine the decision of the Board of Managers in respect thereof:
(a) issue Ownership Interests in the Company or any shares, securities or other form of ownership interests in its subsidiaries to any Person (including for the avoidance of doubt, to a Financing Member that has been proposed to be admitted as a Member), other than as expressly contemplated under this Agreement;
(b) grant security by the Company or its subsidiaries over all or any part of the Assets (other than in connection with an approved Funding Plan in respect of either an adopted Initial Construction Program and Budget or an adopted MPE Program and Budget, encumbrances related to approvals for Development or Mining required by Governmental Authorities, or purchase money security interests created in the ordinary course not to exceed an outstanding balance equal to $[Redacted - Commercially sensitive information] in the aggregate, in each case which will not require a Unanimous Decision);
(c) incur debt by the Company or its subsidiaries (other than a revolving credit facility for working capital purposes in an amount of up to $[Redacted - Commercially sensitive information] and other than in connection with an approved Funding Plan in respect of an adopted Initial Construction Program and Budget or an adopted MPE Program and Budget);
(d) corporate reorganizations of the Company's subsidiaries, if any, other than as contemplated under Section 5.15(j);
(e) decide to remove the initial General Manager during the initial 12 months of the term of his or her appointment;
(f) subject to Section 18.3, dissolution of the Company;
(g) approve a Related Party agreement or transaction other than a routine transaction pursuant to a Board of Managers policy approved in accordance Section 5.16(l);
(h) sale, lease, exchange or other disposition of all or substantially all of the Assets;
(i) sale, lease or other disposition of the Properties, other than in respect of Abandoned Property;
(j) permanent cessation of Operations on any material part of the Two Projects, other than due to reasons related to health, safety or environmental concerns by the Management Team;
(k) any change to the distribution policy of the Company set out in Article 10;
(l) approve or amend the Company's policy for commodity pricing, interest rate or currency hedging and any related hedging transactions (the "Hedging...
