Significant Decisions Clause Samples

Significant Decisions. Notwithstanding anything to the contrary set forth in this Agreement but subject to Section 3.3, no Member shall take or cause or permit the Company or any Subsidiary to take any of the following actions, expend any amount of money, make any decision or incur any obligation on behalf of the Company or any Subsidiary with respect to any matter within the scope of any of the matters enumerated below (each a “Significant Decision”) unless the action, expenditure or other decision has been approved by the Class A Member in writing and in advance and has been approved in accordance with any other requirements of this Agreement: (1) except for any sale of one or more Properties where the Net Disposition Proceeds therefrom are sufficient to pay all amounts owing to the Senior Lenders in respect of such sale and for the Company to pay the Release Payment required to be paid to the Class A Member in respect of such sale, sell, transfer, assign or otherwise dispose of, or enter into or cause or permit any Subsidiary to enter into any agreement or option to sell, transfer, assign or otherwise dispose of, all or any portion of any of the Properties or any other Company Asset (except immaterial items of personal property sold in the ordinary course of business) or of any of the Company’s direct or indirect interests in any Property or any Subsidiary; (2) (a) change the nature of the business or the method of conducting the affairs of the Company or any Subsidiary or the use of any Property or (b) acquire any land or other real property or interest therein; (3) enter into any agreement or other arrangement with the Class B Member, any Guarantor or any of their respective Affiliates unless (i) such agreement or other arrangement is on arm’s-length commercially reasonable terms and (ii) such agreement or other arrangement is terminable by the Class A Member following the declaration of a Changeover Event without payment of any termination or similar fee; provided that the Mortgage Loan Documents and Operating Leases are hereby approved in their current form; (4) fail to comply with any of the covenants set forth in Section 5.15; (5) to the fullest extent permitted by law, dissolve and wind-up the Company or any Subsidiary or elect to continue the Company or any Subsidiary or elect to continue the business of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing) (other than dissolving and winding up any Subsidiary whose sole direct or indirect...

Significant Decisions. Any Significant Decision.

Significant Decisions. 19 (f) Leverage of the Company and Interoffice...........................22 (g) Third Party Financing Not Available...............................22 (h)

Significant Decisions. Neither the Company nor any Subsidiary shall, and no officer, employee or Manager of the Company or any Subsidiary shall have the power or authority to cause the Company or any Subsidiary to, without the prior approval of the Board of Managers in accordance with Section 3.2(k) or Section 3.2(l), as applicable, and the approval of the Class A Preferred Members in accordance with Section 3.6, if applicable, take any action in respect of the matters set forth in this Section 3.4. Each of the following matters shall constitute a “Significant Decision”: (a) any merger (other than the reorganization of the Company as the Successor Corporation pursuant to Section 9.12 in connection with an Initial Public Offering) or consolidation (other than any merger or consolidation of a wholly owned subsidiary of the Company with or into the Company or another wholly owned subsidiary of the Company which would not have a material adverse tax effect on any Member) involving, or any sale of all or substantially all of the assets, reorganization, dissolution (other than as expressly provided in Article XII hereof), liquidation or other winding-up or termination of, the Company (or the adoption of a plan to do any of the foregoing); (b) for so long as ▇▇▇▇▇▇ is the Chief Executive Officer of the Company, the removal or replacement of the Chief Executive Officer of the Company, and for so long as ▇. ▇▇▇▇▇▇▇▇ is the Chief Information Officer of the Company, the removal or replacement of the Chief Information Officer of the Company; provided, however, that neither the Chief Executive Officer of the Company nor (subject to the proviso below) the Chief Information Officer of the Company shall be eligible to vote in connection with any vote of the Board of Managers relating to his or her removal or replacement; provided, further, that, until such time as the members of the restructured Board of Managers are appointed pursuant to Section 3.2(d) and for so long as the Development Agreement remains in full force and effect, the approval of the Virago Representative, if any, shall be required to remove or replace the Chief Information Officer of the Company; (c) the establishment of any committee or subcommittee of the Board of Managers, and any delegation by the Board of Managers pursuant to Section 3.11; (d) enter into any agreement that imposes a material restriction on the conduct of the Company’s business; (e) any other matter expressly treated as or deemed to be a Significant Decisi...

Significant Decisions. 25 (d) Leverage of the Company......................................28

Significant Decisions. Notwithstanding any provisions ----------------------- contained in this Agreement to the contrary, during the Supermajority Effective Period, no act shall be taken, sum expended, decision made, or obligation incurred by on or behalf of the Company except with the affirmative consent (a "Supermajority Vote") of at least one of the RMI Designees and one of the JAH Designees with respect to any of the following matters (each, a "Significant Decision"), unless JAH shall have consummated a Syndication which violates the terms and provisions of Section 3(b)(v): (i) The voluntary liquidation or dissolution (including the filing of a Certificate of Dissolution with the Delaware Secretary of State) of the Company or Interoffice or the winding-up the business of the Company or Interoffice; (ii) Any transaction between the Company or Interoffice (on the one hand) and RMI or JAH or any of their respective Affiliates (on the other hand) which requires the Company or Interoffice to pay or distribute any cash amounts or incur any indebtedness or obligation for the payment or money or transfer of any material amount (individually or in the aggregate) of goods or services other than (I) dividend distributions made in accordance with Section 12, (II) such other transactions in which RMI or JAH or any such Affiliate is acting solely in its capacity as a stockholder of the Company or exercising its stockholder rights under the DGCL or this Agreement (including the payment of the fees and disbursements of Nominated Investment Banks in connection with the determination of the fair market value of the Company or the shares of Common Stock of any Stockholder) or (III) any transaction or transactions which during a fiscal year of the Company requires a payment, distribution or incurrence by the Company or Interoffice or any such Affiliate of an aggregate amount of not more than $20,000; provided, that the Company shall reimburse RMI and JAH for all costs and disbursements related to the acquisition of Interoffice promptly upon presentment of appropriate documentation evidencing payment of such costs or disbursement; (iii) The issuance and sale of any securities or other equity interests (including phantom interests) in the Company or the grant of any options, warrants, rights or other equity interests or debt obligations which are or may be converted or exchanged for any such securities or interests other than in accordance with Section 10, which (x) with respect to any separate ...

Significant Decisions. MSV LP agrees to keep MSV Canada promptly apprised of all material discussions between MSV LP and Satellite Vendor regarding significant decisions related to the Satellite Construction Contract as related to the MSV-2 Satellite and the MSV-2 Deliverables, and in particular any discussions regarding the Performance Specifications of the MSV-2 Satellite or waivers, deviations or other modifications to the Performance Specifications. MSV Canada also agrees to keep MSV LP promptly apprised of all material discussions between MSV Canada and Industry Canada that would have a material impact on the Satellite Delivery Services to be provided by MSV LP under this Agreement. MSV LP shall collaborate with and include MSV Canada in all significant decisions related to the Satellite Construction Contract affecting the MSV-2 Satellite and the MSV-2 Deliverables, including without limitation, “Acceptance” (as defined in the Satellite Construction Contract) of the MSV-2 Satellite and the MSV-2 Deliverables, and shall obtain the prior written approval of MSV Canada prior to entering into any waivers, deviations or other modifications to the Performance Specifications which would result in a breach by MSV Canada of the Industry Canada Authorization for the MSV-2 Satellite or other modifications to the MSV-2 Satellite; provided that MSV Canada shall make its relevant employees and consultants available at all relevant times and locations and make decisions required to be made as to any requested waiver or deviation within the time required under the Satellite Construction Contract. Notwithstanding the requirement for written approval, if MSV Canada does not object to such waiver, deviation or other modification within two (2) “Business Days” (as defined in the Satellite Construction Contract after receipt of MSV LP’s request for approval (or lesser period if required to meet the response time under the Satellite Construction Contract, as noted in MSV LP’s request for approval), such approval shall be deemed given.