Unanimous Resolutions. Notwithstanding the foregoing provisions, a resolution of the Holders adopted in lieu of a Holders Meeting by the unanimous written consent of the Holders representing all of the outstanding CBFIs shall have the same validity as if such resolution was validly adopted at a Holders Meeting.
Unanimous Resolutions. Notwithstanding the foregoing provisions, a resolution of the Technical Committee adopted in lieu of a meeting of the Technical Committee by the unanimous consent of all of the members of the Technical Committee (or their respective alternates) entitled to vote on such resolution, as long as it is confirmed in writing, shall have the same validity as if such resolution had been validly adopted at a meeting of the Technical Committee.
Unanimous Resolutions. There are certain matters which are of fundamental importance to the Shareholders and which will require a unanimous vote of Shareholders to be approved. They are set out in Schedule 1.
Unanimous Resolutions. For the purposes of this clause 10.13, from the date of the establishment of the Management Committee until such time as KC earns its 20% Participating Interest pursuant to the Earn-In, notwithstanding that KC may have only a nominal Participating Interest at such time, a Unanimous Resolution of the Management Committee shall require the approval of KC’s representative or representatives on the Management Committee, subject to any specific disqualification of such representative or representatives to vote as specifically provided in the Agreement. In addition to any other decisions of the Management Committee which by any other provision of the Agreement requires a Unanimous Resolution, then subject to clauses 6.10 and 16.14, a Unanimous Resolution will be required for the following:
(1) approval of programs and budgets;
(2) revision of an Approved Program or of an Approved Budget which involves any Expenditure or commitment to Expenditure (whether capital or operating) by an amount in excess of 10% of the total Expenditure provided for in such Approved Budget;
(3) the giving jointly by the Participants of any material guarantee (whether direct or indirect) in respect of the Project;
(4) the institution, defence, compromise or settlement of any court or arbitral proceedings involving the Joint Venture involving an amount in excess of $250,000;
(5) the compromise or settlement of any insurance claim involving an amount in excess of $250,000;
(6) any matter going to the fundamental operation of the Joint Venture or the relationship between the Participants including any decision that the Joint Venture be conducted as a Joint Venture Company or to list the shares of such Joint Venture Company on any stock exchange;
(7) any decision to cease production of Mineral Product at the Mining Operation;
(8) any decision to abandon or surrender any material Property;
(9) irrespective of whether expressly contemplated in an Approved Program or Approved Budget, approval of the sale or disposal of Joint Venture Property having an aggregate market value in excess of $1,000,000;
(10) any decision to terminate, remove, appoint or replace an Operator or to enforce any of the provisions of the Agreement against the Operator;
(11) the making of a contract between the Participants as Joint Venturers and a Party or an Affiliate of a Party;
(12) a change to the Accounting Procedure of the Joint Venture including the appointment and removal of auditors;
(13) approval of the terms a...
Unanimous Resolutions. Board of Directors’ resolutions concerning the following matters shall require the consent of all representatives of SIX and DBAG sitting on the Board of Directors for their validity and effectiveness:
a) Amendments to the Bylaws or other corporate documents of the Corporation or of other group companies (hereinafter referred to together with the Corporation as the STOXX Companies).
b) The liquidation of the Corporation and any direct or indirect relocation of the Corporation’s registered office (i.e. relocation of the registered office or the Corporation’s headquarters).
c) The reorganization of the existing Corporation structure into a holding structure.
d) Any transaction that has a direct or indirect impact on the Corporation’s capital stock, for example any kind of capital increase, stock repurchase or issuance of stock.
e) The execution, amendment or proper termination (including § 404 OR) of the service agreement between STOXX and the operating company to be jointly formed by SIX and DBAG covering assessment services as well as the supply for the index development and implementation for STOXX indices and benchmarks.
f) Any acquisition of another enterprise, operation or portion thereof or investments in other enterprises, operations or portions thereof to the extent the acquisition or investment (x) does not concern normal operating activities, (y) pertains to letter (d) above or (z) concerns normal operating activities, but requires incurring debt in excess of the security amount for this purpose per acquisition or investment. * Normal Operating Activities are those activities from STOXX, which typically and often reoccur within the scope of the development, marketing, licensing and distribution and sale of indices and benchmarks; in particular not belonging to Normal Operating Activities, yet affecting the Normal Operating Activities (this list is not exhaustive), trading intellectual property rights, material M&A transactions, acquiring “Distressed Assets” as well as reorganizations and restructuring.
g) The execution of an agreement concerning a partnership, a consortium, a joint venture or another form of cooperation, to the extent these activities (x) do not concern Normal Operating Activities, (y) pertains to letter (d) above or (z) concerns Normal Operating Activities, but requires incurring debt in excess of the Security Amount for this purpose for each such activity.
h) The sale or encumbrance of material assets including intellectual prop...
Unanimous Resolutions. A Unanimous Resolution is required for any amendment, waiver or consent of, or in relation to, any term of any Transaction Documents that has the effect of changing or which relates to:
Unanimous Resolutions. A unanimous resolution of Participant shareholders will be required for decisions relating to the following:
(a) the giving jointly by the Participants of any mortgage, charge, guarantee or other form of security interest (whether direct or indirect) to secure the obligation of any person arising under the Joint Venture Company Agreement or otherwise in relation to Joint Venture Property;
(b) any matter going to the fundamental operation of the Joint Venture Company or the relationship between the Participants except any decision that the Joint Venture be conducted by a Joint Venture Company;
(c) any decision to fund the Joint Venture Company other than by Share Capital Contributions
(d) any decision to permanently suspend or defer Joint Venture Activities or place any Mining Operation on an extended care and maintenance basis or to commence or recommence operations at a Mining Operations; and
(e) amendment of the Joint Venture Company Agreement.
