Matters Requiring Approval. Except as otherwise delegated to the Manager in Section 9.2, the Management Committee shall have exclusive authority to determine all management matters related to this Agreement.
Matters Requiring Approval. Nevada JV shall not take, and none of the Members or the Operating Member shall cause or permit Nevada JV to take, any of the following actions unless the proposed action is first Approved by the Board:
Matters Requiring Approval. Subject to the provision of -------------------------- Section 5.2, the Executive Committee shall have exclusive authority to adopt Budgets and to determine all management matters related to the Partnership.
Matters Requiring Approval. (a) Without limiting the general power and authority of the Board, subject to Section 5.6, the Company shall not take, and none of the Shareholders shall cause or permit the Directors or the Company to take, any of the following actions unless the proposed action is first approved by the affirmative Vote of a majority of the votes cast at a Board meeting at which a quorum is present:
Matters Requiring Approval. 7.1 Following Completion, the Shareholders shall exercise all voting rights and other powers of control available to them in relation to the Company to procure that the Company and/or the Board shall not, without prior written approval of all the Shareholders [which shall not be withheld without good reason]; incur any borrowings either from the Shareholders or from a third party institution or bank whether or not the interest charge would be claimed as a deduction for tax purposes when computing the Company’s taxable income except as provided for herein; create or issue any fixed or floating charge, debenture, lien (other than a lien arising by operation of law) or other mortgage, encumbrance or security over the whole or any part of the undertaking, business, property or assets (tangible or intangible) of the Company; sell, transfer, lease, assign, dispose of or part with control of any interest in all or any material part of the business, property or assets (tangible or intangible) of the Company (for this purpose a matter shall be material if the value thereof is greater than Kenya Shillings One Hundred Thousand (KShs 100,000); make or agree to make any change to the authorised or issued share capital from time to time of the Company or grant any option over or interest in shares; expand, develop or evolve its business other than through the Company or a wholly- owned subsidiary of the Company; acquire the whole or part of the assets or undertaking of any other company or business; subscribe for, or otherwise acquire, whether by formation or otherwise, any interest in the share capital of any other company or body corporate, nor permit the disposal or dilution of its interest directly or indirectly in any company or body corporate; enter into any partnership or profit sharing agreement or joint venture with any person; make or permit any material change to the nature of the Business; make any composition or arrangement with its creditors, move for insolvency, or receivership or do or suffer to be done any act or thing whereby the Company may be wound up (whether voluntarily or compulsorily); declare or make any dividend; appoint more than three (3) persons as Directors, except as otherwise provided herein; make any change to the Company’s Memorandum or Articles of Association; agree or make any change in the amount of fees or expense payable by the Company to any company associated with a Shareholder for services rendered or to be rendered to the Compa...
Matters Requiring Approval. The Management Committee shall have ultimate authority to determine all management matters related to this Agreement, and the Management Committee will provide overall direction and guidance to the Operator, who will be responsible for implementing approved Programs and Budgets and carrying out the overall objectives of this Agreement, including but not limited to, the specific duties set forth in Section 6.02.
Matters Requiring Approval. During the time Intrawest or Holdings holds at least 25% of the issued and outstanding Common Shares, in addition to any other approval that may be required by law, by this Agreement or pursuant to the Corporation’s Constating Documents, neither the Corporation nor any subsidiary of the Corporation shall take any of the following actions, and none of the parties to this Agreement shall authorize, take part in or permit any of the following actions to be taken by the Corporation or any subsidiary, unless such action is approved by each of the Shareholders:
Matters Requiring Approval. The Company may not, without Approval of the Board, engage, directly or indirectly, including, without limitation, through one or more Subsidiaries of the Company, and shall cause its Subsidiaries not to engage, in any transaction or series of related transactions or take any action, which if engaged in or taken by a corporation under the Delaware General Corporation Law would require action by the board of directors of that corporation, other than transactions in the ordinary course of the Company’s business.
Matters Requiring Approval. Notwithstanding any provision of this Agreement to the contrary, for so long as the Sponsor and its Affiliates and the Founders and their Affiliates, respectively, collectively Beneficially Own at least 5% of the then outstanding shares of Common Stock and are entitled to designate at least one director of the Company pursuant to Section 2.1(b) (or such earlier date that the Sponsor or the Founders request their respective approval rights to be terminated), the Company shall not take, and shall cause its Subsidiaries not to take, any of the following actions without the prior written consent of the Sponsor and at least one of the Founders:
Matters Requiring Approval. (a) For so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 40 % of Shares (as determined on a Common Equivalents basis), the Company shall not, and shall (to the extent applicable) cause each of its Subsidiaries not to, without the Stockholder’s prior written consent (which consent may be withheld or conditioned as the Stockholder may determine in its absolute discretion) take any of the following significant actions:
