Extraordinary Action Sample Clauses

Extraordinary Action. Burlington shall not, and shall not permit its Subsidiaries to, adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Burlington or any of its Subsidiaries.
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Extraordinary Action. The Company and each of its subsidiaries shall, for as long as Perseus holds any Notes obtain the written consent of Perseus prior to (i) declaring any dividend or other distribution with respect to its capital stock (other than the payment of a dividend by a subsidiary to the Company, or mandatory payments by the Company to the holders of the Company's Series B Preferred Stock required by the terms of the Company's Articles of Incorporation as in effect on the date hereof) or the redemption and/or purchase by it of any of its capital stock (other than a redemption by a subsidiary of stock held by the Company), (ii) permitting, directly or indirectly, the sale of all or substantially all of its assets, unless the proceeds from such sale are used to repay in full the principal amount of and all accrued but unpaid interest outstanding on the Notes; (iii) acquiring or disposing (or permitting any of its subsidiaries to acquire or dispose) of assets in a single or series of related transactions with a value in excess of $1,000,000, other than in the ordinary course of business, (iv) permitting any merger, consolidation or other business combination involving the Company in which the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting of the surviving entity in such merger, consolidation or other business combination, unless the proceeds resulting from such transaction are used to repay in full the principal amount, all accrued but unpaid interest outstanding and any other amounts owed on the Notes; (v) permitting any merger, consolidation or other business combination involving any subsidiary of the Company or the sale of its capital stock that results the Company not owning, directly or indirectly, 100% of the capital stock of such subsidiary; (vi) permitting, directly or indirectly, any acquisition of assets by the Company or any of its subsidiaries outside the ordinary course of its business or in excess of $1,000,000; (vii) authorizing any change in the executive management team or the size of the Company's Board of Directors (excluding changes resulting from actions taken by the stockholders of the Company against or without the recommendations of the Company's Board of Directors or any committee thereof); (viii) incurring any indebtedness for borrowed money or other indebtedness or obligation that under GAAP is...
Sample 1
Extraordinary Action. The Company shall not adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company.
Sample 1
Extraordinary Action. Except as specifically provided for in the Annual Plan or otherwise expressly authorized by this Agreement, engage in any transaction on Owner’s behalf which is outside the ordinary course of the operation of the Hotel or make any material changes in the structure, general appearance or nature of the Hotel, including without limitation the operation of any gaming activity in, on, about or related to the Hotel. Operator shall notify Owner in writing of any items for which approval is requested, setting forth the reasons for such request and any applicable information. Such items shall be deemed approved unless disapproved in writing by Owner within fifteen (15) days after submission. Any disapproval shall be accompanied by a reasonably detailed explanation of Owner’s reasons for disapproval. Any dispute, if not settled within ten (10) days after Owner notifies Operator of its disapproval, may be submitted by either party for resolution in accordance with the procedures set forth in Article 16.
Sample 1
Extraordinary Action 
Sample 1

Related to Extraordinary Action

  • Extraordinary Actions Except as specifically provided in this Agreement, notwithstanding any provision of law permitting or requiring any action to be taken or authorized by the affirmative vote of the holders of a greater number of votes, any such action shall be effective and valid if taken or approved by the affirmative vote of holders of Interests entitled to cast a majority of all the votes entitled to be cast on the matter.

  • Necessary Action Whenever any Partner exercises any option or right to purchase a Partnership Interest pursuant to this Agreement, the selling Partner shall do all things and execute and deliver all deeds, conveyance and other instruments to consummate such purchase and effect a valid transfer of the Partnership Interest.

  • Necessary Actions Subject to the terms and conditions herein provided, each of the parties hereto agree to use all reasonable efforts to take, or cause to be taken, all action, and to do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. In the event at any time after the Closing, any further action is necessary or desirable to carry out the purpose of this Agreement, the proper officers and/or directors of GG or GOLF, as the case may be, shall take all such necessary action.

  • Taking of Necessary Action Each of the Parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, the Partnership and each Purchaser shall use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the other Parties, as the case may be, advisable for the consummation of the transactions contemplated by the Basic Documents.

  • Adjustment for Extraordinary Events The Purchase Price to be paid by the Holder upon exercise of this Warrant, and the consideration to be received upon exercise of this Warrant, shall be adjusted in case at any time or from time to time pursuant to Article XI of the Purchase Agreement as if such provisions were specifically set forth herein.

  • Extraordinary Events The Company is not authorized to accept as the Fund’s designee any individual purchase or redemption of shares in an amount which equals or exceeds the “Large Transaction Amount” for a Portfolio (as specified in Schedule C) where such order is the result of an “Extraordinary Event” of which the Company is aware, unless the Company has notified the Sponsor of such order as soon as practicable following the Company becoming aware of the Extraordinary Event and, with respect to purchases or redemptions of which the Company is aware as of 3:00 p.m. Eastern time on the trade date, in no event later than 3:00 p.m. Eastern time on the trade date. For these purposes, an “Extraordinary Event” shall mean an event outside normal operations such as an entire Account moving into or out of a Portfolio or an asset transfer arising from a merger, acquisition or divestiture. The Sponsor reserves the right to refuse any purchase order, or to delay settlement of any redemption order, which equals or exceeds the applicable Large Transaction Amount and results from an Extraordinary Event, which the Sponsor, in its sole discretion, deems disruptive or detrimental to the applicable Portfolio. The Sponsor reserves the right to amend or revise Schedule C at any time and will provide at least 24 hours’ advance notice of such revision to the Company.

  • EXTRAORDINARY SERVICES For any services other than those covered by the aforementioned, a special per hour charge will be made commensurate with the character of the service, time required and responsibility involved. Such services include but are not limited to excessive administrative time, attendance at closings, specialized reports, and record keeping, unusual certifications, etc. Managing General Partner agrees to report all funds in accordance with appropriate tax treatment. FEE SCHEDULE IS SUBJECT TO ANNUAL REVIEW AND/OR ADJUSTMENT UPON AMENDMENT THERETO.

  • Supplementary Action If, at any time after the Effective Time, any further assignments or assurances in law or any other things are necessary or desirable to vest or to perfect or confirm of record in the Surviving Corporation the title to any property or rights of the Company, or otherwise to carry out the provisions of this Agreement, the officers and directors of the Surviving Corporation are hereby authorized and empowered on behalf of the Company in the name of and on behalf of the Company to execute and deliver any and all things necessary or proper to vest or to perfect or confirm title to such property or rights in the Surviving Corporation, and otherwise to carry out the purposes and provisions of this Agreement.

  • Taking of Necessary Actions Through the Closing Date, in addition to the specific agreements contained herein, each party hereto shall use reasonable best efforts to take, or cause to be taken by each of its Subsidiaries, all actions, and to do, or cause to be done by each of its Subsidiaries, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Contemplated Transactions including, if necessary, appealing any adverse ruling in respect of any Application.

  • Nonrecurring and Extraordinary Expenses Such nonrecurring or extraordinary expenses as may arise, including the costs of actions, suits, or proceedings to which the Fund is a party and the expenses the Fund may incur as a result of its legal obligation to provide indemnification to its officers, directors, and agents.

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