Actions Requiring Board Consent Clause Samples

Actions Requiring Board Consent. The Company hereby covenants and agrees with each of the Investors that it shall not, without the approval of the Board of Directors, which approval must include the affirmative vote of the majority of the disinterested members of the Board of Directors: (i) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned, directly or indirectly, by the Company; (ii) make, or permit any subsidiary to make, any loan or advance to any person, including, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board of Directors; (iii) enter into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person, except for transactions resulting in payments to or by the Company in an aggregate amount less than $50,000 per year or transactions made in the ordinary course of business; or (iv) hire, terminate, or change the compensation of the c-suite executive officers of the Company, including approving any option grants or stock awards, except for changes in the compensation of c-suite executive officers (other than D▇▇ ▇▇▇▇▇▇, for whom all changes to compensation (other than changes resulting from generally applicable changes to employee benefits in the ordinary course of business) require approval of the Board of Directors as provided above) where the change is less than $75,000.
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Actions Requiring Board Consent. Neither the Company nor any of the Company’s Subsidiaries may take any of the following actions without prior Board Consent: (a) approving, altering, supplementing, amending or otherwise modifying (i) any budget of the Company or (ii) any capital expenditures not provided for in a budget of the Company; (b) redeeming Preferred Units or making cash distributions in accordance with the provisions of Article V; (c) incurring, guaranteeing or assuming any indebtedness for borrowed money by the Company or any of its Subsidiaries in excess of an aggregate of $1,000,000; (d) acquiring or disposing, in any one transaction or series of related transactions, of any assets for aggregate consideration in excess of $1,000,000; (e) electing to dissolve or cause the dissolution of the Company; (f) selling, exchanging or otherwise disposing of all or substantially all of the assets of the Company Group, taken as a whole, in a series of related transactions (other than a series of related transactions to a single purchaser or a group of Affiliated purchasers); provided, however, that this provision shall not preclude or limit the Board’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Company Group and shall not apply to any forced sale of any or all of the assets of the Company Group pursuant to the foreclosure of any such encumbrance; (g) entering into any derivative transactions, including hedging, forward sales or similar contracts, in excess of an aggregate of $1,000,000; (h) initiating any litigation or other legal or administrative proceeding or entering into any settlement agreement with respect to any litigation or other legal or administrative proceeding, in excess of an aggregate of $1,000,000; (i) electing or removing any Officer pursuant to Section 6.5, and setting or modifying the compensation (including bonuses, if any) of such Officers; (j) entering into or terminating any agreement with a restructuring advisor, investment bank or other financial advisor: (k) purchasing, directly or indirectly, or otherwise acquiring Units; and (l) entering into any agreement, contract or other instrument not otherwise referred to in this Section 6.3 to which the Company or any of its Subsidiaries will be a party or by which any of them or any of their respective assets would be bound and that would be reasonably expected to create liabilities or obligations of the Company in excess of $1,000,000 in any ...
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Actions Requiring Board Consent. The taking of any actions listed in clauses (i) through (xi) below by the Company shall require the approval of a majority of the Managers: (i) any issuance or sale of equity of the Company; (ii) a sale or disposal of the assets of the Company except as otherwise provided in Section 5.2 herein; (iii) the merger or consolidation of the Company with any other entity; (iv) approval of the annual budget; (v) the institution of bankruptcy, insolvency, receivership, or similar proceedings; (vi) material change in the nature or scope of business of the Company; (vii) the incurrence of any debt of the Company equal to or in excess of $250,000; (viii) the creation of any liens, encumbrances or security in any form on the assets of the Company except as otherwise provided in Section 5.2 herein; (ix) the entering into any contract, or any variation or termination of any contract, on behalf of the Company that is longer than (1) year (not including (1) year) and/or involves payments by or to the Company equal to or in excess of $250,000 per annum (in the aggregate and for all contracts), except for the contracts described in Section 5.2(c); (x) initiating or settling any claim, arbitration or legal proceedings equal to or in excess of $250,000; and (xi) the payment of bonus or incentive compensation to any officer (other than the CEO) or member of the executive management team of the Company that in the aggregate, with respect to any calendar year, exceeds 20% of the Company’s net income for such calendar year, calculated without taking into consideration such compensation.
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Related to Actions Requiring Board Consent

  • Matters Requiring Investor Director Approval So long as the holders of Preferred Stock are entitled to elect a Preferred Director, the Company hereby covenants and agrees with the Investors that it shall not, nor shall it permit any subsidiary to, without approval of the Board of Directors, which approval must include the affirmative vote of at least one of the Preferred Directors: (a) make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board of Directors, including at least one of the Preferred Directors; (c) guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board of Directors; (e) incur any aggregate indebtedness in excess of $250,000 that is not already included in a budget approved by the Board of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any director, officer, or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement; transactions resulting in payments to or by the Company in an aggregate amount less than $100,000 per year; or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of Directors; (g) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (h) change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (j) increase the shares of Common Stock reserved for issuance under the Company’s 2015 Stock Incentive Plan or adopt any other equity incentive plan; or (k) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets greater than $250,000.

  • Unanimous Consent Agent shall obtain the written consent of each Holder (other than a Related A-2 Holder), prior to taking any of the following actions (each, a “Unanimous Consent Decision”): (a) any modification or waiver of a monetary term of the Mortgage Loan (except that Agent may waive any or all default interest and/or late fees in its sole discretion); (b) any modification or waiver of a material non-monetary term of the Mortgage Loan; (c) any modification or waiver that would result in (i) the extension (other than (A) in accordance with the Loan Documents or (B) for a period of no more than thirty (30) days) or acceleration of the Maturity Date, (ii) a reduction in the interest rate or the monthly debt service payment or Prepayment Premium payable on the Mortgage Loan or a loss of the right to receive any such payment of principal or interest (including, without limitation, any accrued interest) or any fee (other than one month’s late charge), (iii) a deferral or forgiveness of interest on or principal of the Mortgage Loan, or (iv) a discounted pay-off of the Mortgage Loan, or (v) an increase or reduction in the principal amount of the Mortgage Loan (other than an increase as a result of Servicing Advances); (d) any waiver of an Event of Default; (e) except as provided in Section 5.03 below, to accelerate the Maturity Date, commence foreclosure proceedings, accept the conveyance of title to the Mortgaged Property in lieu of foreclosure or otherwise, commence any proceedings to collect any amounts owing or claimed to be owing under any guaranty, appoint or request the appointment of a receiver for the Mortgaged Property, collect rents from the Mortgaged Property, take possession of the Mortgaged Property or otherwise exercise any enforcement remedies; (f) any release of the Borrower or any guarantor from liability with respect to the Mortgage Loan or any modification to, waiver of any provision of, or release of, any guaranty or indemnity agreement; (g) any substitution or release of collateral for the Mortgage Loan, except as permitted by the Loan Documents without Holders’ consent; (h) any modification to the number or percentage of Holders required to make any determinations or receive any rights hereunder; (i) subordination of the Liens created by the Loan Documents to any other liens securing indebtedness of Borrower or otherwise; and (j) consent to any senior or subordinate financing and any loan that may replace it; (k) any waiver of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause or any other restriction on the sale or transfer of the Mortgaged Property or any portion thereof (but not any sale or transfer of any REO Property) or on any transfer of any direct or indirect ownership interest in the Mortgage Loan Borrower; (l) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Mortgage Loan Borrower; and (m) any other matter for which the approval or consent of the A-2 Holder is required hereunder, including, without limitation, the matters described in Section 3.07(d) hereof.

  • Director Approval The Board of Directors of Holdings shall have approved this Agreement and the transactions contemplated herein.

  • Board Approval; Vote Required (a) The BCAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.