Approval Rights Clause Examples
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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. 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. (a) Until the Trigger Date (or such other period as specified in clauses (iii) and (xv) below), the Company shall not (either directly or indirectly through a Subsidiary), take any of the following actions (including by merger, consolidation or otherwise) without the prior written approval of Genworth, except if and to the extent that such action is required by applicable Law:
(i) adopt any plan or proposal or take any action for a complete or partial liquidation, dissolution or winding up of the Company or any of its Subsidiaries or commence any case, proceeding or action seeking relief under any existing or future laws relating to bankruptcy, insolvency, conservatorship or relief of debtors;
(ii) buy back any of the Company Common Stock or reduce or reorganize the Company’s capital or the capital of any of the Company’s Subsidiaries;
(iii) effect (whether in a single transaction or series of related transactions) any acquisition of, or any interests or assets of, any company or business (whether by merger, consolidation, amalgamation, scheme of arrangement, purchase of assets, purchase of securities, or otherwise) involving consideration of $50 million or more (or book value of $100 million or more with respect to acquisitions effected through reinsurance that permanently transfers the economic risk on the reinsured business to the assuming reinsurer, but excluding reinsurance entered into in the ordinary course of the Company Group’s business, such as excess of loss, quota share and insurance linked note transactions); provided, however, that the foregoing shall not apply to (A) any acquisition of a Wholly Owned Subsidiary by the Company or another Wholly Owned Subsidiary and (B) any acquisition in the ordinary course of the Company Group’s business involving assets invested in the Company’s consolidated general account and approved in accordance with the Company’s established policies and procedures to monitor invested assets;
(iv) directly or indirectly sell, convey, transfer, lease, pledge, grant a Security Interest in, or otherwise dispose of any of their respective assets (including Stock and Stock Equivalents) or any interest therein to any Person, or permit or suffer any other Person to acquire any interest in any of their respective assets, in each case in a single transaction or series of related transactions involving consideration (whether in cash, securities, assets or otherwise, and including Indebtedness assumed by any other Person and Ind...
Approval Rights. (a) The Company hereby agrees not to enter into or adopt any Material Event (as defined below) without the prior written approval of the majority of the Representatives of the CSFB Plan Partner set forth on Exhibit B hereto, which approval with respect to clauses (i) and (ii) of the definition of "Material Event" will not be unreasonably withheld. For the purpose of this Section 4.09, "Material Event" means (i) any agreement to acquire a business with a total enterprise value of $250.0 million or more individually or any agreement to acquire a business if there have been one or more agreements during the immediately preceding twelve (12) month period for acquisitions(s) with a total enterprise value of $500.0 million or more (it being hereby agreed by the parties that the acquisition of Global Metal Technologies, Inc. shall be counted toward such $500.0 million threshold and that the acquisition of ▇▇▇▇▇▇▇ Industries, Inc. shall not be counted toward such threshold); (ii) the selection of a chief executive officer of the Company; (iii) any restructuring of debt or other similar transaction pursuant to which debt holders of the Company would hold twenty-five percent (25%) or more of the outstanding Capital Stock of the Company; and (iv) any liquidation, dissolution, winding-up of the affairs of the Company, whether voluntary or involuntary, or the filing of a voluntary petition in bankruptcy or the filing of a plan of reorganization. The Company hereby agrees to promptly give notice to the CSFB Plan Partner if the Company is contemplating any Material Event. The CSFB Plan Partner hereby agrees to notify the Company within ten (10) business days of the receipt of such notice as to whether it approves of the Material Event. Failure of the CSFB Plan Partner to notify the Company in writing within such ten (10) business day period of its approval or disapproval of the Material Event shall be deemed an approval by the CSFB Plan Partner of such Material Event.
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. The parties hereto acknowledge that the Lessee has retained Primary Manager to be solely responsible for providing all instructions and approvals to Submanager and monitoring the performance of Submanager under the Submanagement Agreement, including the making of any elections which Primary Manager may be entitled to make under the Primary Management Agreement, subject to the following provisions for participation by Owner. Primary Manager has personnel with experience in the management of hotels and is familiar with the Hotel. Lessee hereby delegates and appoints Primary Manager as Lessee's agent to exercise all rights of Lessee under the Lease in circumstances in which the Lessee is required to obtain the approval or decision of the Owner under the Lease or consult with Owner with respect to any matter related to the Hotel, which delegation and appointment shall not be revoked and shall remain in place so long as the Primary Management Agreement (or a successor Primary Management Agreement) remains in force. It is the intent of the parties that pursuant to such delegation and appointment all Owner approval, consent rights and consultations which are set forth in the Lease and all elections to be made under the Lease, the Primary Management Agreement and the Submanagement Agreement shall be given or made by Primary Manager, with the approval or participation of the Owner if required under the Lease, but without the participation of Lessee or any person who reports to a person employed by Lessee. Owner agrees to designate an individual employed by Owner as the person responsible for processing and granting all such approvals and with respect to any consultation with Primary Manager. Such representative shall in no event be employed by Lessee or report to, or be supervised by, an employee of Lessee. Owner and Primary Manager shall process all decisions (whether for the granting of approvals, the making of elections, giving instructions or otherwise) based on their respective good faith judgment as to the best interests of the Hotel (i.e. the maximization of the long term operating profit of the Hotel). Without limiting the foregoing, Primary Manager may consult with or shall obtain the approval of Owner, if required under the terms of the Lease but Lessee will not be involved in any review, approval or consent process on the following matters:
(a) Business Plans
(b) Building Estimates (c) FF&E Estimates
(d) Capital Expenditures in excess of amounts in the F...
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 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 at least one RP Trustee:
(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 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 Investor; (iii) any of each Investor’s existing or future “affiliates” (as that term is defined in Section 3-601 of the MGCL); (iii) any of each 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 Investors under Sections 1, 2 or 7 of this Agreement.