Major Decisions Clause Samples
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Major Decisions. (A) Subject to Section 7.3(D) with respect to the Company, all major decisions of the Company set forth below in clauses (A)(1) through (A)(5) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and Sub-advisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day operations of the Company, the decision-making authority for which has been delegated to the Sub-advisor pursuant to this Agreement. Major Decisions shall consist of the following:
(1) Retention of investment banks for the Company;
(2) Marketing methods for the Company’s sale of Shares;
(3) Extending, initiating or terminating the Initial Public Offering or any subsequent Offering of the Shares;
(4) Issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates with respect to the business or operations of the Company; provided, that the Sub-advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, however, that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; and
(5) Merging or otherwise engaging in any change of control transaction for the Company.
(B) Notwithstanding anything in this Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day period beginning with the delivery of notice of the proposed action to the other Party. If, after the expiration of the above-referenced five-business day period, the Parties still do not agree as to the proposed course of action regarding such Major Decision, representatives of both the Advisor and the Sub-advisor will be obligated to present each of their respective proposed courses of action regarding such Major Decision to the Board of Directors for review and approval within an additional five-business day period.
(C) Intentionally omitted
(D) Notwithstanding the provisions of this Section 7.3 or any other provision in this Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direc...
Major Decisions. Notwithstanding anything to the contrary, express or implied, any of the following actions or transaction (each a “Major Decision”) shall not be consummated by the Investment Manager or any general partner of any Included Entity which is Affiliated with the Investment Manager, by or on behalf of any such Included Entity or any Investment Account Assets of such Included Entity, unless and until the Investment Manager or such general partner receives the affirmative vote or consent of either the Company or the Company’s designee on the Investment Committee of the Investment Manager:
(i) any change in control of the Investment Manager such that ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ together, with their respective trusts, no longer control the Investment Manager, except that changes made for estate planning purposes shall not violate this provision;
(ii) any material and unilateral amendment or modification to, or restatement of, this Management Agreement or the Organizational Documents of the Included Entities;
(iii) the sale or issuance of any additional equity of in any of the Included Entities; it being understood that, except as provided in Section 9(c) below, nothing shall prevent the Investment Manager from raising assets for new or other Stillwater products, projects, investment funds or ventures;
(iv) the incurrence of outstanding indebtedness by any one or more Included Entity in an amount exceeding 50% of the Net Asset Value of such Included Entity at the time of the inception of such leverage;
(v) the acquisition by any Included Entity of the securities or assets of any other Person outside of the ordinary course of business (excluding any acquisitions of assets or securities permitted under the Investment Guidelines);
(vi) the taking of any steps to wind-up, dissolve or terminate the existence of any of the Included Entities still in existence, or the commencement of any voluntary Insolvency Event in relation to any of such Included Entities or the Investment Manager;
(vii) the amalgamation, merger, reorganization or consolidation of any Included Entity or the sale, lease, assignment, lending, giving, licensing, transfer or otherwise disposing of all or substantially all of the assets of any Included Entity or any Subsidiary thereof;
(viii) engaging or terminating the services of the independent accountants engaged to prepare financial statements for the Included Entities or audit the financial statements of any of the Included Entities;
(ix) entering into...
Major Decisions. No acts shall be taken, funds expended, decisions made or obligations incurred by the Company, the officers, the Board of Directors, or Stockholder with respect to a matter within the scope of any of the major decisions enumerated below (the "Major Decisions"), unless and until the same has been approved by Supermajority in interest.
a. The Major Decisions shall include:
(1) Acquire or develop any new business or line of business;
(2) Borrow any money from a Stockholder or accept or require capital contributions from any Stockholder, other than loans or capital contributions permitted or contemplated pursuant to Section 2, above;
(3) Make any acquisition of or material investment in any Other Entity (defined herein as any general partnership, limited partnership, corporation, joint venture, trust, business trust, governmental agency, cooperative, association, individual, business or other entity);
(4) Make any material and substantial change in the purposes of the Company or of its business;
(5) Make a determination to surrender any permits, approvals or licenses of the Company or to dissolve the Company;
(6) Sell, transfer, convey, exchange, lease, encumber, pledge, or otherwise dispose of all or substantially all, or the assets of the Company;
(7) Merge, consolidate or combine the Company into or with any Other Entity;
(8) Guarantee by the Company of, or the agreement of the Company to be responsible for, the indebtedness or obligations of any Other Entity;
(9) Make an expenditure or incur any obligation by or on behalf of the Company at any one time involving a sum in excess of Twenty-five Thousand and 00/100 U.S. Dollars (U.S. $25,000.00), including by any lease or installment contract where the total amount of all future payments exceeds Twenty-five Thousand and 00/100 U.S. Dollars (U.S. $25,000.00), except for expenditures made and obligations incurred pursuant to and specifically set forth in a budget previously approved by the Supermajority in Interest;
(10) Institute any legal action or proceeding, except as provided in Section 6.5, below;
(11) Approve all other dividends to the Stockholders, above;
(12) Accelerate payment of any Company debt;
(13) Authorize any new borrowing by the Company with the exception of trade payables incurred in the normal course of the Company business;
(14) Any amendment of the Company's charter;
(15) Increase the number of members of the Board of Directors;
(16) Bankrupt the Company;
(17) Compensation, benefits and em...
Major Decisions. The Company and its subsidiaries shall not, and the Managing Member shall cause the Company and its subsidiaries not to, take any action under this Section 6.03 (collectively, the “Major Decisions”) without:
(a) with respect to the following actions, having first obtained the written consent of the holders of a majority of the issued and outstanding Class B Units (in their sole discretion):
(i) amend or waive any provisions of the Delaware Certificate, this Agreement, or the organizational documents of any subsidiary of the Company in a manner that adversely affects the Class B Members’ interest in the Company or indirect interest in any subsidiary of the Company;
(ii) alter or change the rights, preference, or privileges of the Class A Units or Class B Units in a manner that adversely affects the Class B Members’ rights in the Class B Units;
(iii) increase or decrease the authorized number of Class A Units or Class B Units;
(iv) provide for the payment of any dividend or distribution on, or the redemption or repurchase of, any equity security of the Company that is junior to the Class A Units and Class B Units unless there are no accrued or unpaid dividends on the Class A Units and Class B Units;
(v) except (A) loans in aggregate amount outstanding at any one time of not more than $60 million pursuant to Section 4.05(a), and (B) loans in aggregate amount of not more than $140 million (plus the amount of any reasonable and documented out-of-pocket costs, fees, or expenses of the Company or its subsidiaries incurred in connection therewith) pursuant to Section 4.05(b), incur Indebtedness, including the refinancing of existing Indebtedness;
(vi) issue any new or additional Class A Units, Class B Units, or other equity interests of the Company or any of its subsidiaries;
(vii) dissolve, liquidate, or terminate the business of the Company or any of its subsidiaries, or take any voluntary action to become Bankrupt (including any actions under Article 12 hereof) or agree to become Bankrupt;
(viii) purchase, rent, license, exchange, or otherwise acquire any material assets, including any tax equity interests in any project operated by a subsidiary of the Company, except to the extent permitted under Section 4.05(b) (it being agreed that the consent of the holders of the Class B Units shall not be required under this Section 6.03(a)(viii) with respect to any purchases or acquisitions in the ordinary course of business of spare parts or similar assets necessary to ...
Major Decisions any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of the REO Property) of the ownership of the Property or the exercise of any other remedies with respect to the Loan;
Major Decisions. Notwithstanding Sections 7,2 and 7.6, the Managing Member, on behalf of the Company, may not enter into or conduct any of the following transactions (“Major Decisions”) without the majority consent of the Board of Managers:
(a) admit a Person as a Member except as provided in this Agreement;
(b) change the status of the Company from one in which management of the Company is vested in managers to one in which management of the Company is vested in the members and vice versa;
(c) assign the Company’s property in trust for creditors or on the assignee’s promise to pay the Debts of the Company;
(d) select, retain or employ any attorneys or legal advisors to institute or defend any claims, litigation or other legal proceeding brought by or brought on behalf of or against the Company, in which the amount in controversy exceeds $250,000.00;
(e) institute or settle any litigation, arbitration or other legal proceeding by or on behalf of the Company, or confess a judgment against the Company, in which the amount in controversy exceeds $250,000.00, except that the Managing Member, without consent of the Board of Managers, may negotiate and settle disputes on behalf of the Company with the Mine Safety and Health Administration (MSHA), with authority to commit the Company to pay any associated fines, costs or other liabilities in an aggregate amount of $1,000,000.00 in any given Fiscal Year;
(f) sell, convey, lease, assign, exchange or otherwise dispose of any real property or any combination thereof or any other material asset of the Company with a fair market value in excess of $250,000.00 in the aggregate during any Fiscal Year without consent of the Board of Managers, provided, however, that the Managing Member shall have the authority to sell, transfer, dispose, abandon or lease any movable equipment in the ordinary course of business which are no longer necessary or required in the conduct of the Company’s business;
(g) borrow money in the name of the Company in excess of $250,000.00 in the aggregate during any Fiscal Year which is not included within the approved Project Budget for that Fiscal Year or issue evidences of indebtedness of the Company, or refinance, recast, modify or extend the same, or secure the same by mortgage, deed of trust, pledge or other Lien;
(h) commit to make, or make, any expenditure (including Capital Expenditures) in excess of $250,000.00 in the aggregate during any Fiscal Year which is not included within the approved Project Budget ...
Major Decisions. Notwithstanding anything to the contrary in this Agreement, the Authority may not take any of the following actions without the approval of at least: (a) two- thirds (2/3) of the representatives of the Governing Board voting; and (b) representatives of the Governing Board voting that account for two-thirds (2/3) of the Broward Tonnage:
6.8.1. The sale, distribution, or transfer of any real property interest with a value of more than two million dollars ($2,000,000);
6.8.2. The issuance of bonds or the approval of a bank loan with a value of more than two million dollars ($2,000,000);
6.8.3. The recommendation to remove the Executive Director, subject to Executive Committee approval;
6.8.4. Approval of any and all special assessments;
6.8.5. The initiation or settlement of any legal action with an estimated value of more than two million dollars ($2,000,000); or
6.8.6. Assignment by the Authority of any of its rights or obligations under this Agreement.
Major Decisions. Except as may be specifically contemplated in the Project Agreement and any Material Agreement, notwithstanding any other provision of this Agreement or the Act:
(i) no obligation of the Corporation shall be entered into;
(ii) no decision shall be made; and
(iii) no action taken by or with respect to the Corporation, in connection with the Major Decisions without the written approval of OSEG and the City in accordance with Schedule 3.10 (Major Decisions).
Major Decisions. The Borrower shall promptly, but in no event later than five (5) Business Days prior to any vote or approval in respect of a Major Decision, deliver, or cause to be delivered, to the Administrative Agent written notice describing the issue to be decided by vote or approved together with copies of all correspondence received and sent with respect to that Major Decision.
Major Decisions. (a) The General Partner shall not, without the Consent of the Limited Partners, (y) on behalf of the Partnership, amend, modify or terminate this Agreement other than to reflect (A) the admission of Additional Limited Partners pursuant to Section 9.3, (B) the making of additional Capital Contributions and the issuance of additional Partnership Units by reason thereof, all in accordance with the terms of this Agreement, (C) the issuance of LTIP Units pursuant to Section 9.3(a), (D) the withdrawal or assignment of the interest of any Partner in accordance with the terms of this Agreement, or (E) any changes necessary to satisfy the REIT Requirements, or (z) permit the Partnership, on behalf of any Subsidiary Partnership, to amend, modify or terminate the organizing agreement pursuant to which such Subsidiary Partnership operates other than to reflect (A) the admission of additional limited partners therein pursuant to the terms thereof, (B) the making of additional capital contributions thereto pursuant to the terms thereof, (C) the withdrawal or assignment of the interest of any partner thereof pursuant to the terms thereof, (D) any changes necessary to satisfy the REIT Requirements, or (E) any amendment, modification or termination which the General Partner reasonably determines will not adversely affect any Partner. Notwithstanding the foregoing, this Agreement shall not be modified or amended without the prior written consent of each Partner adversely affected if such modification or amendment would (i) convert a Limited Partner’s interest in the Partnership to a general partnership interest, (ii) modify the limited liability of a Limited Partner, (iii) reduce the interest of any Partner in the Partnership, (iv) reduce any Partner’s share of distributions made by the Partnership, (v) amend this Section 7.3 or Section 7.5 or (vi) create any obligations for any Limited Partner or deprive any Limited Partner of (or otherwise impair) any other rights it may have under this Agreement (including in respect of tax allocations, rights to indemnification under Section 7.8, rights of the Limited Partner or a Secured Creditor of a Limited Partner under Section 9.2 (which rights are subject to the restrictions set forth in Section 9.4), rights of a Limited Partner under Section 9.5 or Article XI, or the rights of a Limited Partner under Section 10.4(a) or 10.5); provided, however, that an amendment or modification that reduces the percentage ownership interest of an...