Veto Right. In the event that a Party Controls a Patent (the “Controlling Party”) that is reasonably material to the other Party’s business (such Patent, a “Material Shared Patent”) and decides to assert such Material Shared Patent against an alleged infringing use by a Third Party (“Proposed Enforcement Action”), the Controlling Party must notify the other Party (the “Non-Controlling Party”) as promptly as reasonably practical of such intention. If the Non-Controlling Party reasonably believes that such Proposed Enforcement Action will negatively impact the Non-Controlling Party’s business and so notifies the Controlling Party, the Controlling Party shall refrain from commencing the Proposed Enforcement Action while the Parties consult in good faith to reach a resolution. The Parties agree that, should such consultation fail to result in a resolution, the Non-Controlling Party has the right to veto the Proposed Enforcement Action (the “Veto Option”) by informing the Controlling Party in writing that it is exercising the Veto Option under this Section 3.3.
Veto Right. Notwithstanding anything to the contrary contained in this Agreement: (i) the VSI Directors may (so long as VSI or any of its Affiliates is a Manager) and the PEGI Directors may (so long as PEGI or any of its Affiliates is a Manager) veto any decision of the Management Committee to perform, or cause the Company to perform, any of the acts or transactions described in subsections (a) and (b) below; and (ii) the VSI Directors may (so long as VSI and its Affiliates hold, in aggregate, Percentage Interests equal to at least 10%) and the PEGI Directors may (so long as PEGI and its Affiliates hold, in aggregate, Percentage Interests equal to at least 10%) veto any decision of the Management Committee to perform, or cause the Company to perform, any of the following acts or transactions:
Veto Right. 17 5.2 Members of the Management Committee; Appointment and Removal....19 5.3
Veto Right. In the event that, within a term of two (2) years after the date hereof, a Selling Party wishes to sell all or any part of its Shares to a third party that, in the other Party’s duly justified opinion, (i) does not have a good reputation in the domestic or international financial or business community, or (ii) conducts or reasonably attempts to conduct activities that compete with the Company’s, and the Non-Selling Party does not exercise its right of first refusal provided herein, the Non-Selling Party may notify the Selling Party, within the First Refusal Term, of its objection to the transfer, and the Selling Party shall refrain from making any such transfer.
Veto Right. Notwithstanding anything to the contrary in any Transaction Document, for so long as the Company Option is in effect, with respect to any matter that is subject to the Veto Right and that is submitted to the Investor Purchasers for approval, each Investor Purchaser hereby covenants and agrees to consult with the other Investor Purchaser regarding such matter and, unless both of the Investor Purchasers reach an agreement not to exercise their right to veto such matter, each Investor Purchaser shall be obligated to exercise its right to veto such matter.
Veto Right. SEI and MI intend to give the representatives of XXXXXXXX Subsidiary participating in the Supervisory Board of the Company a veto right with regard to certain matters. Therefore, it has been provided in article 14, paragraph 4 juncto paragraph 7 of the articles of association of the Company that the unanimous approval of the Supervisory Board - of which pursuant to the provisions of this agreement the nominees of XXXXXXXX Subsidiary are members -will be required for resolutions relating to those matters set forth in such Article 14. Thus, all matters described in paragraph 4 of article 14 of the Articles of Association of the Company that require the prior approval of the Board of Supervisory Directors shall only be passed if such approval is granted by the Board of Supervisory Board by a unanimous vote with the two XXXXXXXX Subsidiary appointees to the Board voting in favour of such action.
Veto Right. Prior to any Transfer (other than to a Permitted Transferee) that would cause a change in board control or reduce Developer’s ultimate ownership stake below seventy five percent (75%) of the Bloomington Network, Developer will notify the City in writing of the name of any proposed transferee or transferees (the “Potential Purchaser List”). The City will, within thirty (30) days of receipt of the Potential Purchaser List, inform Developer in writing whether any proposed transferee is unacceptable to the City and the grounds for such objection. Unless the City indicates its approval of the proposed transferee, which approval shall not be unreasonably withheld, Developer may not Transfer the Bloomington Network to such proposed transferee. The parties understand and agree that the City’s approval of a proposed transferee will depend substantially on whether the proposed transferee will agree to be bound by, and be able to fulfill, each provision of this Agreement.
Veto Right. By virtue of owning forty‑five percent (45%) of the Shares, Xxxxx-Danfoss is entitled to certain veto rights with respect to the matters that require a special majority vote at General Meetings under the Japan Companies Act (“Veto Right”).
Veto Right. During the Company’s operation period, when the shareholders’ meeting and/or the board of directors votes on issues about related-party transactions with Party A, Party B and/or the director nominated by Party B has the veto right.
Veto Right. Under Party A’s Absolute Holding Status, Party B has the veto right to the resolutions of the shareholders’ meeting and of the board of directors on the following matters:
