Veto rights Sample Clauses

Veto rights. A Member which can show that its own work, time for performance, costs, liabilities, intellectual property rights or other legitimate interests would be severely affected by a decision of a Consortium Body may exercise a veto with respect to the corresponding decision or relevant part of the decision. When the decision is foreseen on the original agenda, a Member may veto such a decision during the meeting or in writing 3 calendar days preceding the meeting. When a decision has been taken on a new item added to the agenda (7 calendar days preceding the meeting or 2 calendar days for extraordinary meeting) before or during the meeting, a Member may veto such decision during the meeting and within 15 calendar days after the draft minutes of the meeting are sent. When a decision has been taken without a meeting, a Member may veto such decision within 15 calendar days after written notification by the chairperson of the outcome of the vote. In case of exercise of veto, the Members of the related Consortium Body shall make every effort to resolve the matter which occasioned the veto to the general satisfaction of all its Members. A Party may neither veto decisions relating to its identification to be in breach of its obligations nor to its identification as a Defaulting Party. The Defaulting Party may not veto decisions relating to its participation and termination in the consortium or the consequences of them. A Party requesting to leave the Consortium may not veto decisions relating thereto.
Veto rights. A Party who can show that its own work, time for performance, costs, liabilities, intellectual property rights or other legitimate interests would be severely affected by a decision of a Consortium Body may exercise a veto with respect to the corresponding decision or relevant part of the decision. When the decision is foreseen on the original agenda, a member may only veto such a decision during the meeting. When a decision has been taken on a new item added to the agenda before or during the meeting, a member may veto such decision during the meeting and within fifteen (15) Days after the validated minutes of the meeting are sent. In case of exercise of veto, the members of the related Consortium Body shall make every effort to resolve the matter which occasioned the veto to the general satisfaction of all its members. A Party may not veto decisions relating to its identification as a Defaulting Party. The Defaulting Party may not veto decisions relating to its participation and termination in the Project or the consequences of them. A Party requesting to leave the Consortium may not veto decisions relating thereto.
Veto rights. Notwithstanding anything to the contrary contained in this Agreement: (i) the Lifford Managers may (so long as Lifford or any of its Affiliates is a Manager) and the PEGI Managers may (so long as PEGI or any of its Affiliates is a Manager) veto any decision of the Management Committee to perform, or cause the Company to perform, any of the acts or transactions described in subsections (d) and (h) below; and (ii) the Lifford Managers may (so long as Lifford and its Affiliates hold, in aggregate, Percentage Interests equal to at least 10%) and the PEGI Managers may (so long as PEGI and its Affiliates hold, in aggregate, Percentage Interests equal to at least 10%) veto any decision of the Management Committee to perform, or cause the Company to perform, any of the following acts or transactions:
Veto rights. (a) The parties agree that following the Recapitalization, neither the Company nor its Subsidiaries shall take, or be permitted to take, any of the actions set forth on Part I of Schedule 2 (the “Primary Actions”) without the prior written consent of the Major Stockholders; provided, however, that no such prior written consent contemplated by this Section 2.6(a) shall be required at any time when the Major Stockholders, collectively, do not beneficially own at least 25% of the then outstanding Voting Stock of the Company.
Veto rights. For so long as Vista Fund, Vista Partners and their respective Affiliates collectively have Beneficial Ownership of at least 4,500,000 Conversion Shares (as such share number is proportionately adjusted to reflect any stock dividend, stock split, reverse stock split or other combination or subdivision of the Conversion Shares on or following the date of this Agreement), the Company shall not, without the prior written consent of Vista Fund (i) create, authorize or issue any capital stock of the Company or any Subsidiary of the Company or any security convertible into, exchangeable for, or that otherwise gives the holder the right to obtain, capital stock of the Company or any Subsidiary of the Company (other than Options to acquire shares of Common Stock issued to employees, officers, directors, consultants and agents of the Company, or shares of Common Stock issuable pursuant to the exercise of such Options, pursuant to the Stock Option Plan so long as the exercise price of such Options is not less than the Fair Market Value of the Common Stock (as defined in the Stock Option Plan) on the date such Options are issued as determined by the Board in its good faith judgment (or with respect to the Company's 1990 Employee Stock Purchase Plan, at no less than the price determined thereunder), or any issuance of shares of Common Stock pursuant to the exercise of Options outstanding as of the date of issuance of the Series B Shares), (ii) effect a Change of Control, (iii) create or incur, or permit any Subsidiary of the Company to create or incur, Indebtedness other than Indebtedness existing on the date of issuance of the Series B Shares, Indebtedness approved in an Annual Budget and other Indebtedness which (collectively with the Indebtedness referred to in the last 10 words of clause (vi) of Section 6(c) of the Certificate), does not exceed $10,000,000 in the aggregate, (iv) effect a voluntary liquidation, dissolution or winding up of the Company, (v) acquire, or permit any Subsidiary of the Company to acquire, any interest in any company or business (whether by a purchase of assets, purchase of stock, merger or otherwise), or enter into any joint venture involving the operation of a business, or make any investment in any company or business, except acquisitions and/or investments having an aggregate purchase price of less than $10,000,000 in cash or other consideration, (vi) enter into, amend, modify or supplement, or permit any Subsidiary of the Company to ...
Veto rights. (a) At any time the prior written consent of the Major Stockholders is required pursuant to the terms of Section 2.6(a) of the Stockholders Agreement for the Company to take a Primary Action, each Major Stockholder that is not a Section 2.6(a) Stockholder agrees (i) that it shall not provide its written consent pursuant to Section 2.6(a) to the Company’s taking of such Primary Action until such time as all Section 2.6(a) Stockholders provide their written consent pursuant to Section 2.6(a) to the Company’s taking of such Primary Action and (ii) to provide its written consent pursuant to Section 2.6(a) to the Company’s taking of such Primary Action promptly following such time as all Section 2.6(a) Stockholders shall have provided their written consent pursuant to Section 2.6(a) to the Company’s taking of such Primary Action. “
Veto rights. Upon and after the Effective Date: