Approval Rights Clause Samples

Approval Rights. From the date hereof and until the final closing date as described in Section 1(c), the Company shall not take any of the following actions without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed: 1. sell a material portion of the assets of the Company or any of its subsidiaries or merge the Company or any of its subsidiaries into or with another unaffiliated company; 2. change the articles of incorporation, bylaws or other charter documents of the Company or any of its subsidiaries, except as contemplated hereby; 3. change substantially or materially the nature of the business of the Company or any of its subsidiaries; 4. issue any equity securities or securities convertible into equity securities of the Company or any of its subsidiaries, other than the Series B Preferred Stock, Series C Preferred Stock and the Warrants pursuant to this Agreement; 5. make any acquisition or any capital expenditure or agree to a schedule of spending or payments for assets which, in the aggregate, exceeds or would exceed $50,000 over a consecutive twelve month period, except for the acquisition of inventory or other related assets in the ordinary course of business; 6. enter into any credit facility or incur any material amount of debt, other than incurring obligations for purchases of inventory or other related assets in the ordinary course of business; 7. offer or sell any securities of the Company or its subsidiaries; 8. expand the number of members of the board of directors of the Company; 9. declare or pay dividends or redeem securities, except for (i) the dividends relating to the Series A preferred stock pursuant to the terms of the relevant certificate of designation; or (ii) any transaction relating to the Series B Preferred Stock or Warrants; or 10. enter into or modify a related-party transaction.

Approval Rights. (a) Notwithstanding any other provision of this Agreement to the contrary, until the New Afton Mine ceases commercial production, the following matters (each such matter, an “Approval Matter”) shall require the approval of the Holder: (i) the granting of any royalty, product streaming agreement or other third-party burden on account of the production or sale of Minerals other than existing royalties and royalties imposed by law, and other than payments of any nature made to any Indigenous Group; (ii) any borrowings in respect of the New Afton Mine that would result in the incurrence of new “Interest Costs” for purposes of the calculation of Free Cash Flow pursuant to Schedule “B” hereof; and (iii) any Additional Capital Project. 1 Note to Draft: To insert the date that is 20 months following Closing. (b) With respect to any Approval Matter, the Owner shall present a detailed description and supporting material (the “Approval Matter Supporting Material”) of such Approval Matter to the Holder, which, in the case of an Additional Capital Project, shall include a detailed description and financial model. Thereafter, the Holder shall consider the Approval Matter Supporting Material and shall provide a decision in writing with respect to the Approval Matter within 45 days of receiving such material in respect of any such Approval Matter. If the Holder does not provide a decision in writing with respect to the Approval Matter within the timeframe provided in this Section 6(b), the Approval Matter shall be deemed to be approved. (c) If the Holder approves of an Additional Capital Project in writing, or is deemed to have approved of an Additional Capital Project, such Additional Capital Project shall thereafter be deemed to be an “Agreed Capital Project” with its revenue and costs included in the FCF Payment calculation for the applicable period(s) in accordance with Schedule “B”. In the event that the Holder does not approve an Additional Capital Project in accordance with Section 6(b), the Owner shall be free to implement such Additional Capital Project which is not an Agreed Capital Project (each, an “Unapproved Additional Capital Project”) in its discretion, and the revenue and costs of any such Unapproved Additional Capital Project will not be included in the FCF Payment calculation for the applicable period(s) in accordance with Schedule “B”.

Approval Rights. Unless otherwise specified herein to the contrary, any approval or consent rights retained by UL hereunder shall be exercised by UL acting in a commercially reasonable manner taking the needs of both Parties into account, and UL’s approval or consent shall not be unreasonably withheld, conditioned or delayed; provided that UL may exercise such approval or consent rights in its sole discretion in any instance where Licensee’s actions would reasonably be expected to result in the loss or diminishment of UL’s rights in the UL Masterbrand or the Licensed Brand Assets.

Approval Rights. So long as SCG Beneficially Owns 25% or more of the Common Shares outstanding, SCG shall have the right (each, an "Approval Right") to approve the following matters as proposed by the Company:

Approval Rights. For so long as the Purchaser owns more than 20% of the issued and outstanding shares of Common Stock (giving effect to the Warrant Shares underlying the Warrants held by the Purchaser) the Company must obtain prior written approval from the Purchaser to: (i) Merge into or consolidate with any other person or entity or permit any other person or entity to merge or consolidate with it; sell all or substantially all of the assets of the Company; liquidate, dissolve or wind-up the Company; acquire any interest in any business from any person or entity; sell, transfer, lease or otherwise dispose of (in one or more transactions) any of its material assets; purchase, lease or otherwise acquire (in one or more transactions) any material asset or more; (ii) Authorize, offer, sell or issue any (a) security or security converted into equity for a purchase price or exercise price, as the case may be, lower than the average purchase price to be paid by the Purchaser for the two installments (or lower than the 1st Installment purchase price, if the 2nd Installment was not paid), and (b) debt security, provided that following two years from the Closing, the Company may issue debt security in an aggregate amount lower than $2,000,000 per year without the Purchaser’s consent, and in any event, excluding the issuance of options to employees, including directors; (iii) Incur indebtedness for borrowed money or guarantee or act as a surety for any debt from financial institutions in excess of $100,000 other then in the ordinary course of business; (iv) Grant a security interest in an asset or combination of assets of the Company valued individually or in the aggregate at $250,000 or more; (v) Sell, lease, sublease, license or otherwise transfer any of the rights, title and interest in any Company intellectual property valued individually or in the aggregate at $250,000 or more; (vi) Purchase, license or otherwise acquire any of the rights, title or interest in any intellectual property of any third party valued individually or in the aggregate at $250,000 or more; (vii) Any deviation of $250,000 or more from the Company’s budget for 2009 and 2010 as disclosed to the Purchaser prior to the Closing (the 2010 budget can only be approved with the Purchaser’s consent); or (viii) Hire or terminate any executive officer of the Company, including the Chief Executive Officer and Chief Financial Officer; or (ix) Approval of interested parties transaction(s) (excluding grant of options),...

Approval Rights. The Provider Steam Flow Meter, the Provider Steam Instruments and the Off-Taker Steam Instruments shall be subject to the reasonable approval of the Parties, and the Parties shall approve the same at least six (6) Months prior to the commencement of the Initial Operating Period and in any case prior to their installation.

Approval Rights. Actions which require the unanimous approval of the Members will include: (i) Approval of the Capital and Operating Budgets; (ii) Liquidation and/or dissolution of the Company; (iii) Replacement or removal of the Sole Member and Managing Member; (iv) Admission of a new Member; (v) Any additional mandatory capital contribution; (vi) Expulsion of any Member; (vii) Merger or consolidation with another person; (viii) Authorization for any transaction, agreement or action unrelated to the Company's purpose as set forth in the Articles of Organization, that otherwise contravenes this Agreement; (ix) Any amendment to this Agreement.

Approval Rights. The Provider Feed Water Flow Meter, Provider Feed Water Instruments, Off-Taker Feed Water Instruments, Provider Feed Water Monitoring Equipment and Off-Taker Feed Water Monitoring Equipment shall be subject to the approval of the Parties, and the Parties shall approve the same, in Writing, at least six (6) Months prior to the commencement of the Initial Operating Period (and in any case prior to their installation).

Approval Rights. The Trust shall not take, or cause to be taken, any of the following actions without the approval the Board, which such approval must include the approval of both RP Trustees: (a) Any action in furtherance of a Major Decision (as defined in the Partnership Agreement); (b) Any amendment or repeal of the Bylaws of the Trust (the “Bylaws”) (or any other action) that would cause Title 3, Subtitle 7 of the Maryland General Corporation Law (the “MGCL”) to apply to any control share acquisition by any of the RP Investors or any associate (as such term is defined in Title 3, Subtitle 7 of the MGCL) or affiliate of such person; (c) Any adoption, amendment or repeal of a resolution of the Board that would cause the provisions of Section 3-602 of the MGCL to apply to (i) any RP Investor (iii) any of each RP Investor’s existing or future “affiliates” (as that term is defined in Section 3-601 of the MGCL) (iii) any of each RP Investor’s or any of its “affiliates” existing or future “associates” (as that term is defined in the Section 3-601 of the MGCL) and (iv) any person or entity acting in concert with any of the persons or entities described in (i)-(iii) and (d) Any amendment, alteration or repeal of any provision of the Declaration of Trust (the “Declaration”) of the Trust or the Bylaws that would limit, modify or materially and adversely impact the rights of the RP Investors under Sections 1, 2 or 7 of this Agreement.