Voting control of Pomega Sample Clauses

Voting control of Pomega. To allow the smooth operation of Pomega’s business during the Term and following the Closing on an investment in mBeach, in addition to an investment agreement between Pomega and mBeach which will protect the rights of the minority shareholders of Pomega, Pomega upon notice and consultation with mBeach shall enter into an employment agreement with Xxx. Xxxxx to reflect her duties, responsibilities and contribution to the success of Pomega as the CEO and President of the company, and simultaneously shall issue to Xxx. Xxxxx a single Preferred Share of $10 par value, which shall grant Xxx. Xxxxx the following rights over the management and affairs of Pomega for so long as she, or her assignee, holds or controls directly or indirectly via mBeach at least 20% of the outstanding issued share capital of Pomega: Affirmative rights: Xxx. Xxxxx shall serve as the CEO, President and Chairman of the Board of Pomega and shall have the right to appoint company officers subject to consultation with mBeach, and the right to select and appoint at least 2 members to the board of directors of Pomega out of 5 members and shall have a right to veto 1 board member [in other words, one member will be appointed by mutual consent].
Sample 1
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Voting control of Pomega. To allow the smooth operation of Xxxxxx’s business during the Term and following the Closing on an investment in mBeach, in addition to an investment agreement between Pomega and mBeach which will protect the rights of the minority shareholders of Pomega, Pomega upon notice and consultation with mBeach shall enter into an employment agreement with Xxx. Xxxxx to reflect her duties, responsibilities and contribution to the success of Pomega as the CEO and President of the company, and simultaneously shall issue to Xxx. Xxxxx a single Preferred Share of $10 par value, which shall grant Xxx. Xxxxx the following rights over the management and affairs of Pomega for so long as she, or her assignee, holds or controls directly or indirectly via mBeach at least 20% of the outstanding issued share capital of Pomega: Affirmative rights: Xxx. Xxxxx shall serve as the CEO, President and Chairman of the Board of Pomega and shall have the right to appoint company officers subject to consultation with mBeach, and the right to select and appoint at least 2 members to the board of directors of Pomega out of 5 members and shall have a right to veto 1 board member [in other words, one member will be appointed by mutual consent]. Protective rights: Xxx. Xxxxx shall have veto rights over [a] the sale, licensing and disposition of assets of Pomega or its business or Pomega, [b] borrowing and leasing, [c] raising additional capital for Pomega, [d] selection of management of subsidiaries, [e] selection of subcontractors and production facilities, [f] selection of a marketing plan for Pomega, [g] hiring consultants, [h] approval of a budget, [i] amendments of Pomega’s certificate of incorporation and/or by-laws, [h] declaration and payment of dividends, [j] expenditures in excess of the budget, [k] selection of direct or indirect [via mBeach] strategic partners to Pomega, [l] the selection of a location of the headquarters of Pomega, and [m] whether or not to release Pomega confidential and proprietary information.
Sample 1

Related to Voting control of Pomega

  • Change in Effective Control of the Company A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:

  • Change of Control of the Company 93A) The Secretary of State may at any time by notice in writing, subject to clause 93C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:

  • Control of Station The transactions contemplated by this Agreement shall not be consummated until after the FCC has given its consent and approval to the Assignment Application. Between the date of this Agreement and the Closing Date, the Buyers and their employees or agents shall not directly or indirectly control, supervise, or direct, or attempt to control, supervise, or direct, the operation of the Station, and such operation shall be the sole responsibility of and in the control of the Seller.

  • Control of Stations The transactions contemplated by this Agreement shall not be consummated until after the FCC has given its consent and approval to the Assignment Application. Between the date of this Agreement and the Closing Date, the Buyers and their employees or agents shall not directly or indirectly control, supervise, or direct, or attempt to control, supervise, or direct, the operation of the Stations, and such operation shall be the sole responsibility of and in the control of the Seller.

  • Change in Effective Control A Change in Effective Control occurs if, over a twelve (12) month period: (i) a person or group acquires stock representing thirty percent (30%) of the voting power of the corporation; or (ii) a majority of the members of the board of directors of the ultimate parent corporation is replaced by directors not endorsed by the persons who were members of the board before the new directors’ appointment, as defined in Treasury Regulations §1.409A-3(i)(5)(vi).

  • Notice of Change in Control or Control Event The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.3. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.3.

  • VOTING, ETC WHILE NO EVENT OF DEFAULT. For greater certainty, unless and until an Event of Default shall have occurred and be continuing, each Pledgor shall be entitled to (i) exercise any and all voting and other consensual rights pertaining to the Pledged Stock and to give all consents, waivers or ratifications in respect thereof and (ii) exercise any and all voting, consent, administration, management and other rights and remedies under (x) any limited liability company agreement or operating agreement or otherwise with respect to the Pledged Limited Liability Company Interests of such Pledgor and (y) any partnership agreement or otherwise with respect to the Pledged Partnership Interests of such Pledgor, in each case together with all other rights assigned pursuant to Sections 3.1(a)(iv)(E) and 3.1(a)(v)(E) hereof; provided, that no vote shall be cast or any consent, waiver or ratification given or any other action taken which would violate or be inconsistent with any of the terms of this Agreement or any other Secured Debt Agreement (as defined in Section 7 hereof), or which would have the effect of impairing the rights, priorities or remedies of the Pledgee or any other Secured Creditor under this Agreement or any other Secured Debt Agreement. Except in the case of ULC Shares which remain registered in the name of the Pledgor, all such rights of such Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall occur and be continuing, and Section 7 hereof shall become applicable.

  • Voting Trusts, etc To join with other holders of any securities or debt instruments in acting through a committee, depository, voting trustee or otherwise, and in that connection to deposit any security or debt instrument with, or transfer any security or debt instrument to, any such committee, depository or trustee, and to delegate to them such power and authority with relation to any security or debt instrument (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or trustee as the Trustees shall deem proper;

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