Significant Matters Sample Clauses

Significant Matters. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, no action shall be taken with respect to any of the matters enumerated below (each, a “Significant Matter”) without the approval of (i) the Board in accordance with Section 6.2 and (ii) during the Conservatorship, and during any period during which FHFA is acting as Receiver of one or both of the Enterprises, FHFA; provided, however, that the approval of the Board in accordance with Section 6.2 alone shall be sufficient to approve Significant Matter in the event that FHFA does not approve or deny the applicable Significant Matter in 10 Business Days from the date written notice is received by FHFA of the Significant Matter to be considered by it. All approvals and denials of Significant Matters by FHFA pursuant to this Section 6.4 shall be set forth in a written document signed by an authorized officer of FHFA or pursuant to such other procedures as may be agreed to by each Enterprise and FHFA:
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Significant Matters. (a) To the fullest extent permitted by applicable Law and notwithstanding anything to the contrary in the Estatutos or any other Governing Document of MSC or any of its Subsidiaries, except as provided in Section 2.3(c), Section 2.4, Section 3.3, and Section 3.5, the following acts, expenditures, decisions, and obligations made or incurred by or on behalf of MSC or any of its Subsidiaries (each, a “Significant Matter”) shall require the prior approval of either (1) the Board pursuant to the affirmative vote of a majority of Directors (including alternate directors for any absent Directors) present at a meeting of the Board where a quorum is present and acting throughout the time such vote is taken, which majority shall include at least one Apex Director and one Sumitomo Director, or (2) subject to Section 2.3(b), the General Shareholders Meeting pursuant to the affirmative vote of the holder or holders of more than 75% of Shares issued, outstanding, and entitled to vote thereon in attendance thereat, whether present in person or represented by a letter (carta poder) or a notarized power of attorney, where a quorum is present and acting throughout the time such vote is taken:
Sample 1
Significant Matters. The Parties agree that, in addition to those matters requiring prior authorization of the Board in accordance with applicable law, none of the following actions shall be undertaken by or on behalf of the Company, nor by or on behalf of any Local Subsidiary without prior authorization, and in accordance with the instructions, of the Board:
Sample 1
Significant Matters. The act or affirmative vote of a simple majority at which a quorum is present will be the act of the Board and will be binding upon the Company and each of the Members, unless the act of a greater or lesser number is required or permitted by this Agreement; provided, however, that the following actions (each a “Significant Matter”) cannot be taken by the Company or a Subsidiary without the approval of two thirds of the votes (“Supermajority Vote”) cast by all the Managers at a meeting where a quorum is present (including the affirmative vote of at least one (1) Manager appointed by ETR and one (1) Manager appointed by Enexus, unless a Reduction Event shall have occurred, in which case, the applicable majority requires the affirmative vote of at least one of the Managers appointed by each of the Majority Members):
Sample 1
Significant Matters. 6.2(g) 12 State Regulator............................................. 5.8 28 Stockholders................................................ 2.3 4 subsidiary.................................................. 3.1 8
Sample 1
Significant Matters. The following is a list of matters that are beyond the scope of the CEO’s authority and which, therefore, will require the affirmative approval of the Board: · Amendments to the constitutional documents of the JV or any of its principal subsidiaries; · Any increase or decrease of the number of persons comprising the Board; · The identity of Directors serving on any committee of the Board and the creation, dissolution or alteration of the powers of the same; · Any resolution for dissolution, liquidation or winding up or application to be declared bankrupt; · Any amendment to the dividend (or distribution) policy set forth below (as the same may be amended hereunder from time to time); · Any declaration or imposition of a capital contribution; · Except for borrowings under the WC Credit Facility and trade payables in the ordinary course of business in accordance with the then-effective budget, matters relating to capital structure, including any incurrence, assumption or guarantee of indebtedness; · Any issuance, repurchase or redemption of equity (or distribution or dividend thereon not in accordance with the dividend (or distribution) policy); · Approval of the business plan and budget (other than the Initial Business Plan); · Any modification to the approved business plan and budget (including the Initial Business Plan) greater than to-be-agreed thresholds; · Except as provided in the budget (subject to the immediately preceding bullet point), capital expenditures in excess of to-be-agreed thresholds; · Except as provided in the budget (subject to permissible deviations therefrom as provided above), funding new product introductions and development programs; · Any activities other than the Aero Business; · Any entry of the JV into any joint venture, partnership or similar transaction or arrangement; · Except as otherwise previously approved in the annual Board-approved budget, (x) any acquisition of or investment in any assets, operations or business having a value in excess of to-be-agreed thresholds per fiscal year, or (y) the sale, lease, exchange or other disposition of any asset or property of the JV having a value in excess of to-be-agreed thresholds per fiscal year; · Appointment or removal of the auditors for any entity in the group of entities that constitute the JV (the “Company Group”); · Other than pursuant to the Ancillary Agreements, any transaction between any entity in the Company Group, on the one hand, and BHGE or GE (or any affiliate th...
Sample 1
Significant Matters. (a) For so long as the Investor continues to beneficially own, whether directly or indirectly, at least the Minimum Shares, no member of the Management Group who is a director shall vote in any board meetings of the Company or a Significant Subsidiary in favor of the taking of any of the following actions by the Company or any Significant Subsidiaries (collectively, the “Significant Actions”), without the prior written consent of the Investor; provided, however, that for the avoidance of doubt, the foregoing obligation shall, in no event, require any such member of the Management Group to violate his fiduciary duties to the Company (in his capacity as a director on the Board):
Sample 1
AutoNDA by SimpleDocs
Significant Matters. So long as the Seller holds at least $100,000 in principal amount of the Gemini Note, without the prior written consent of the Seller, the Company shall not:
Sample 1

Related to Significant Matters

  • FDA Matters (a) The Corporation has (i) complied in all material respects with all applicable laws, regulations and specifications with respect to the manufacture, design, sale, storing, labeling, testing, distribution, inspection, promotion and marketing of all of the Corporation’s products and product candidates and the operation of manufacturing facilities promulgated by the U.S. Food and Drug Administration (the “FDA”) or any corollary entity in any other jurisdiction and (ii) conducted, and in the case of any clinical trials conducted on its behalf, caused to be conducted, all of its clinical trials with reasonable care and in compliance in all material respects with all applicable laws and the stated protocols for such clinical trials.

  • Fiscal Matters a. The School District will provide all required Course Materials (textbooks and electronic materials) and will be billed for applicable Instructional Materials charges embedded in courses requiring electronic materials in accordance with the College respective course agreement.

  • Litigation and Environmental Matters (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

  • FCC Matters (a) If an Event of Default shall have occurred and be continuing, Grantor shall take any action which the Trustee may request in the exercise of the Trustee's rights and remedies under this Agreement to transfer and assign to the Trustee, or to such one or more third parties as the Trustee may designate, or to a combination of the foregoing, the Collateral; PROVIDED, HOWEVER, that the Trustee shall provide at least ten days' prior written notice to the FCC and to the Pledgor before taking any action which may result in repossession of any Pledged Collateral where required by FCC rules and regulations and not waivable by Pledgor. To enforce the provisions of this Section 11, the Trustee is hereby empowered to seek from the FCC any approvals required by the Communications Act or the FCC rules and regulations including, but not limited to, approval of an involuntary transfer of control of any FCC license for the purpose of seeking a BONA FIDE purchaser to whom control of such license will ultimately be transferred. Each Grantor hereby agrees to authorize such an involuntary transfer of control of such FCC license upon the request of the Trustee. Upon the occurrence and continuation of an Event of Default, each Grantor shall use its best efforts to assist in obtaining approval of the FCC, if required, for any action or transactions contemplated by this Agreement, including the preparation, execution and filing with the FCC of such Grantor's portion of any application or applications for consent to transfer of control necessary or appropriate under the FCC's rules and regulations for approval of the transfer or assignment of any portion of the Collateral.

  • Environmental and Safety Matters Except as would not have a Material Adverse Effect:

  • Compliance Matters (a) The Sub-Adviser understands and agrees that it is a “service provider” to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Sub-Adviser agrees to cooperate fully with the Adviser and the Trust and its Trustees and officers, including the Fund’s CCO, with respect to (i) any and all compliance-related matters, and (ii) the Trust’s efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as that term is defined by Rule 38a-1) by the Trust, the Adviser and the Sub-Adviser. In this regard, the Sub-Adviser shall:

  • Litigation and Compliance (a) There are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or threatened:

  • Litigation, Environmental and Labor Matters (a) There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.

  • Labour Matters No material work stoppage, strike, lock-out, labour disruption, dispute grievance, arbitration, proceeding or other conflict with the employees of the Corporation or the Subsidiaries currently exists or, to the knowledge of the Corporation, is imminent or pending and the Corporation and the Subsidiaries are in material compliance with all provisions of all federal, national, regional, provincial and local laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours.

  • Existence; Compliance with Laws; Businesses and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05.

Time is Money Join Law Insider Premium to draft better contracts faster.