Extraordinary Action. Burlington shall not, and shall not permit its Subsidiaries to, adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Burlington or any of its Subsidiaries.
Extraordinary Action. The Company and each of its subsidiaries shall, for as long as Perseus holds any Notes obtain the written consent of Perseus prior to (i) declaring any dividend or other distribution with respect to its capital stock (other than the payment of a dividend by a subsidiary to the Company, or mandatory payments by the Company to the holders of the Company’s Series B Preferred Stock required by the terms of the Company’s Articles of Incorporation as in effect on the date hereof) or the redemption and/or purchase by it of any of its capital stock (other than a redemption by a subsidiary of stock held by the Company), (ii) permitting, directly or indirectly, the sale of all or substantially all of its assets, unless the proceeds from such sale are used to repay in full the principal amount of and all accrued but unpaid interest outstanding on the Notes; (iii) acquiring or disposing (or permitting any of its subsidiaries to acquire or dispose) of assets in a single or series of related transactions with a value in excess of $1,000,000, other than in the ordinary course of business, (iv) permitting any merger, consolidation or other business combination involving the Company in which the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting of the surviving entity in such merger, consolidation or other business combination, unless the proceeds resulting from such transaction are used to repay in full the principal amount, all accrued but unpaid interest outstanding and any other amounts owed on the Notes; (v) permitting any merger, consolidation or other business combination involving any subsidiary of the Company or the sale of its capital stock that results the Company not owning, directly or indirectly, 100% of the capital stock of such subsidiary; (vi) permitting, directly or indirectly, any acquisition of assets by the Company or any of its subsidiaries outside the ordinary course of its business or in excess of $1,000,000; (vii) authorizing any change in the executive management team or the size of the Company’s Board of Directors (excluding changes resulting from actions taken by the stockholders of the Company against or without the recommendations of the Company’s Board of Directors or any committee thereof); (viii) incurring any indebtedness for borrowed money or other indebtedness or obligation that under GAAP is...
Extraordinary Action. The Company shall not adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company.
Extraordinary Action. Except as specifically provided for in the Annual Plan or otherwise expressly authorized by this Agreement, engage in any transaction on Owner’s behalf which is outside the ordinary course of the operation of the Hotel or make any material changes in the structure, general appearance or nature of the Hotel, including without limitation the operation of any gaming activity in, on, about or related to the Hotel. Operator shall notify Owner in writing of any items for which approval is requested, setting forth the reasons for such request and any applicable information. Such items shall be deemed approved unless disapproved in writing by Owner within fifteen (15) days after submission. Any disapproval shall be accompanied by a reasonably detailed explanation of Owner’s reasons for disapproval. Any dispute, if not settled within ten (10) days after Owner notifies Operator of its disapproval, may be submitted by either party for resolution in accordance with the procedures set forth in Article 16.
Extraordinary Action
