Matters Requiring Clause Samples
Matters Requiring. Consent of the Board of Directors: Executive shall not, without the specific approval of Company’s Board of Directors, do or contract to do any of the following:
(1) Borrow on behalf of Company during any fiscal year an amount in excess of Five Hundred Thousand ($500,000) Dollars;
(2) Permit any customer or client of Company to become indebted to Company in an amount in excess of One Million ($1,000,000) Dollars;
(3) Purchase capital equipment for amounts in excess of the amounts budgeted for expenditure by the Board of Directors;
(4) Sell any single capital asset of Company, other than equity issued for compensation and services, having a market value in excess of Two Hundred Fifty Thousand ($250,000) Dollars or a total of capital assets during a fiscal year having a market value in excess of Two Hundred Fifty Thousand ($250,000) Dollars; and
(5) Commit Company to the expenditure of more than Two Million Five Hundred Thousand ($2,500,000) Dollars in the development and sale of new products and services.
Matters Requiring a Unanimous Vote of the Board Members of those present:
(i) Change or modify the legal status of the Coalition/Cluster.
(ii) Revise these Articles of Collaboration.
Matters Requiring. APPROVAL OF LEDCOR AND WFCL No sale, license, lease, transfer, mortgage, pledge or other disposition of all or any part of the Plough Technology will be undertaken without the prior written consent in writing of both of Ledcor and WFCL.
Matters Requiring a Supermajority Vote of the Board of Representatives. The following actions may not be taken by the Company unless such action is approved by a Supermajority Vote of the Board of Representatives or specifically contemplated by the Annual Budget approved in accordance with this Section 4.04 (any action so taken without a Supermajority Vote shall be void and not within the powers of the Company):
(a) amendment of this Agreement or the Company’s or any Subsidiary’s other organizational documents, or any change in the size of the Board of Representatives;
(b) formation of any Subsidiary (as defined in Section 4.15(b)) or, except as expressly permitted under Article X to be effected without the prior approval of the Board of Representatives, the Transfer of any interest therein;
(c) change, in any material respect, in the Company’s operations or business (since the formation of the Company, which for these purposes, shall be the Alloy Business (as defined in the Purchase Agreement) as conducted by West Virginia Alloys, Inc. (“WVA”) immediately prior to the Restructuring Transactions (as defined in the Purchase Agreement) and by the Company immediately prior to the date hereof), including a material change in the products produced by the Company or any other changes that could materially and adversely impact the performance by the Company of its obligations under the Output and Supply Agreement;
(d) adoption of the Annual Budget and the related production/scheduling plan in accordance with Section 4.20 and any material amendments thereto or deviations therefrom;
(e) merger, acquisition, consolidation or disposition by the Company or any Subsidiary of any businesses, securities or assets with a value in excess of $500,000, individually, or $2,000,000 in the aggregate in any twelve month period, other than (i) as contemplated in the Annual Budget, (ii) the disposition of products produced by the Company in the ordinary course of business pursuant to the Output and Supply Agreement or (iii) the disposition of by-products produced by the Company in the ordinary course of business;
(f) sale, transfer or other disposition by the Company or its Subsidiaries (if any) of all or substantially all of its assets or any merger or consolidation or other extraordinary business combination involving the Company or its Subsidiaries (if any);
(g) sale, disposition, license, transfer, or encumbrance of any material intellectual property of the Company;
(h) incurrence of indebtedne...
Matters Requiring a Majority Vote of those present:
(i) Act on any issue not requiring a unanimous vote and declared by a Board Member to be of importance.
(ii) Delegate any responsibility requiring a majority vote of the Board of Governors to the Chairman or Financial Officer.
(iii) The addition of a Board Member.
(iv) Address disputes between Members under Sections 7.1 and 7.2.
(v) Removal of a Coalition/Cluster Member, subject to Section 6.2.
(vi) Replacement of a Board Member, subject to Section 2.2.
(vii) Authorize the Coalition/Cluster Board Members to engage in Special Activities, pursuant to Section 3.8.