Decisions. Wherever pursuant to this Agreement (i) Lender exercises any right given to it to approve or disapprove, (ii) any arrangement or term is to be satisfactory or acceptable to Lender, or (iii) any other decision or determination is to be made by Lender, the decision of Lender to approve or disapprove or to accept or not accept, all decisions that arrangements or terms are satisfactory or not satisfactory and all other decisions and determinations made by Lender, shall be in the sole and absolute discretion of Lender and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein.
Decisions. Save as otherwise set out herein and subject to the Common Terms Agreement, the required Senior Secured Creditors for the purpose of any decision within the scope of Clause 34.2 (Amendment and waiver of Facility Agreements) of the Common Terms Agreement) relating to this Agreement shall be the Hotel Facility Agent acting on the instructions of the Majority Hotel Facility Lenders.
Decisions. All decisions of the JCC shall be made by consensus, with each Party having one vote. If the JCC cannot agree on a matter within the JCC’s authority within [**] days after it has met and attempted to reach such decision, then, either Party may, by written notice to the other, have such issue referred to the Executive Officers for resolution. The Parties’ respective Executive Officers shall meet within [**] Business Days after such matter is referred to them, and shall negotiate in good faith to resolve the matter. If the Executive Officers are unable to resolve the matter within [**] days after the matter is referred to them, then, notwithstanding anything to the contrary in this Agreement, each Party shall have final decision-making authority with respect to its Territory.
Decisions. Any approval, determination or other action of the Joint Steering Committee shall require agreement of the members of the Joint Steering Committee, with each Party having one (1) vote. Action that may be taken at a meeting of the Joint Steering Committee also may be taken without a meeting if a written consent setting forth the action so taken is signed by all members of the Joint Steering Committee.
Decisions. The General Assembly shall be free to act on its own initiative to formulate proposals and take decisions in accordance with the procedures set out herein. In addition, all proposals made by the Executive Board shall also be considered and decided upon by the General Assembly. The following decisions shall be taken by the General Assembly: Content, finances and intellectual property rights Proposals for changes to Annex I of the EC-GA to be agreed by the European Commission Changes to the Consortium Plan (including the Consortium Budget) Withdrawals from Attachment 1 (Background included) Additions to Attachment 2 (Background excluded) Additions to Attachment 4 (Listed Affiliated Entities) Additions to Attachment 5 (List of Third Parties) Evolution of the Consortium Entry of a new Party to the Consortium and approval of the settlement on the conditions of the accession of such a new Party Withdrawal of a Party from the Consortium and the approval of the settlement on the conditions of the withdrawal
Decisions. The Project Managerial Board deliberations are only valid if all of its members are present or represented. Its decisions will be only definitive if they are taken by unanimity for each case above mentioned (Project Managerial Board missions). In the case of article 4.2.4., the failing Partner will be excluded from the vote.
Decisions. Decisions of the JRC shall be by consensus, provided that if the JRC is unable to reach consensus with respect to any such decision, BMS shall have the final decision-making authority after escalation to Executive Officers in accordance with Section 16.1; provided further that BMS may not use its final decision-making authority to (i) require CytomX to violate any Applicable Law or any agreement it may have with any Third Party, (ii) amend the terms and conditions of this Agreement, (iii) make any changes in the number of BMS-funded CytomX FTEs except in accordance with Section 3.4, (iv) require CytomX to incur any additional out-of-pocket costs (other than routine laboratory supplies) in the conduct of the Preclinical Development Program beyond the Third Party Costs specified in the Budget for the Preclinical Plan, or (v) require CytomX to conduct any activities outside the scope of the discovery, research, manufacture and/or pre-clinical development of Compounds.
Decisions. All JCC decisions will be made by unanimous vote of both Parties, and each Party will have one vote. In the event of a dispute on any matter within the responsibilities of the JCC, then the matter shall be referred to the JSC for resolution in accordance with Section 3.1. In no event shall the JCC have the right or power to amend, modify or waive compliance with this Agreement.