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. 17 5.2 Members of the Management Committee; Appointment and Removal....
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. 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. 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:
(a) any amendment to the Certificate, this Agreement, the Trademark License Agreement and the Program Supply Agreement;
(b) any merger or other reorganization of the Company or any sale of all or substantially all of the assets of the Company;
(c) the issuance of additional Membership Interests in the Company or the call for Optional Additional Capital Contributions;
(d) any distribution by the Company with respect to the interests therein other than distributions of excess cash (including, but not limited to, any distribution of non-cash assets);
(e) the approval of any Company Business Plan or Annual Budget or of any additions or amendments thereto; provided, however, that in the event of a Licensor Shortfall (as defined in the Program License Agreement) the VSI Directors may cause an Annual Budget to be amended to provide for the production and/or acquisition of sufficient programming to replace the Licensor Shortfall in a manner reasonably related to the nature and scope of such Licensor Shortfall without the approval of the PEGI Directors;
(f) the Company taking actions that are inconsistent with an approved Business Plan or Annual Budget, or which are otherwise outside the ordinary course of business, including but not limited to the incurrence of indebtedness in excess of the levels contemplated by the applicable Business Plan or Annual Budget;
(g) the appointment or dismissal of the President and the approval of the terms of any employment agreement between the Company and any senior executive officer;
(h) the Company entering into any line of business except as contemplated herein;
(i) loans by the Company to any Member;
(j) the Company entering into any transaction with...
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. 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 period that the Lead Founding Member class exists, (a) the Director appointed by the Lead Founding Member will have a veto right over all Board actions (i.e. a “no” vote by that Director will result in the disapproval of a proposed action, regardless of the number of votes for approval), and (b) that Director must be present as part of any quorum (i.e. if that Director is not present, the Board will not have a quorum, regardless of the number of other Directors present).
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:
(1) arrangements for connected transactions between the Company and Party A;
(2) change in the Company’s shareholding structure.
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:
(n) Notwithstanding the foregoing, if PEGI has not acquired fifty percent (50%) of the Percentage Interests in the Company prior to the Option Expiration Date, then thereafter it may not exercise its veto right with respect to a matter described in clause (h) above. -------- *** Confidential information omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.
