Approval of Certain Matters. The Representative Director and the Chief Operating Officer, acting individually or jointly, shall not and shall not permit the Company or any Subsidiary of the Company to take or agree to take any of the following actions or engage in any of the following transactions without the prior approval of the Board of Directors in accordance with the provisions of this Agreement: (i) expenditure of any Company sum or sums in excess of $400,000 in the aggregate in any fiscal year that is not included in an Approved Budget for the then current fiscal year, it being understood and agreed that all such expenditures shall be directly related to the construction, renovation, development or improvement of the Company's theatres, it being further understood and agreed that expenditures on film rental, to the extent such expenditures are determined by reference to box-office sales, shall not be restricted by this clause (i); provided, however, that at the end of the three-year period referenced in Section 6.3(a) above, the parties hereto shall review the provisions of this Section 6.4(a)(i) and shall jointly determine whether it would be appropriate to modify the terms hereof; 6 <PAGE> (ii) sale, transfer or disposal of assets of the Company or any of its Subsidiaries, or purchase or other acquisition of assets or businesses, in each case in any single or series of related transactions, for a consideration in excess of $100,000; (iii) engagement by the Company or any of its Subsidiaries in any business other than as prescribed in the Articles of Incorporation; (iv) varying the Company's accounting policies and practices in any material respect, other than to comply with Korean GAAP; (v) entering into, amending or waiving the provision of any agreement or transaction with any Shareholder or any Affiliate of any Shareholder after the Closing Date, except as expressly provided for in this Agreement, and except relating to the exhibition and settlement of motion pictures; (vi) establishing any place of business outside the Republic of Korea; (vii) commencing or settling litigation where the amount involved exceeds $100,000 in the aggregate in any fiscal year or consenting to any injunction; (viii) entering into any joint venture, partnership, agreement or similar arrangement requiring capital funding; (ix) approving and adopting the annual budget or the Business Plan or any change thereto; (x) incurring any debt for borrowed money in excess of $100,000 in the aggregate in any fiscal year; or (xi) entering into any employment agreement or consulting agreement with any Person involving the payment of any amount in excess of $100,000 per year or authorizing any Person to enter into any such employment agreement or consulting agreement.
Appears in 1 contract
Sources: Joint Venture Agreement
Approval of Certain Matters. The Representative Director and the Chief Operating OfficerCompany shall not, acting individually or jointly, shall not and shall not permit any of its Subsidiaries to, directly or indirectly, take any of the following actions without the prior written approval of both the CIG Media Parties and the NBCU Parties (for purposes of this Section 5 and Section 14, all of the CIG Media Parties are deemed to be one Stockholder and all of the NBCU Parties are deemed to be one Stockholder); provided that in the event the CIG Media Parties or the NBCU Parties, as the case may be, hold less than 25% of the number of outstanding Voting Shares, such Stockholder’s prior written approval pursuant to this Section 5 shall not be required (a Stockholder whose prior written approval is required pursuant to this Section 5 being an “Approval Stockholder”):
(a) adopt any shareholders rights plan or enter into any agreement that is material to the Company and its Subsidiaries taken as a whole, the provisions of which, upon the acquisition of Stock by the CIG Media Parties or the NBCU Parties: (i) would be violated or breached, would require a consent or approval thereunder, or would result in a default thereof (or an event which, with notice or lapse of time or both, would constitute a default), (ii) would result in the termination thereof or accelerate the performance required thereby, or result in a right of termination or acceleration thereunder, (iii) would result in the creation of any Lien (except Permitted Liens) upon any of the properties or assets of the Company or any Subsidiary of the Company thereunder, (iv) would disadvantage the CIG Media Parties or the NBCU Parties relative to take other stockholders of the Company on the basis of the size of their shareholdings, or agree (v) would otherwise restrict or impede the ability of the CIG Media Parties or the NBCU Parties to acquire additional shares of Stock, or Sell Stock, in any manner permitted by the Transaction Agreements; provided, that the Company may (A) enter into senior loan agreements that contain customary provisions permitting acceleration of the related indebtedness upon a change of control or (B) issue debt securities or preferred stock that contain customary change of control provisions permitting the holders of such debt securities or preferred stock to demand repurchase of their debt securities or preferred stock upon a change of control of the Company;
(b) take any of the following actions or engage action that would cause any ownership interest in any of the following transactions without to be attributable to the prior approval CIG Media Parties (only if at the time of such action, the Board CIG Media Parties do not have any attributable interest in the Company but such action would otherwise cause the CIG Media Parties to have an attributable interest in the Company) or the NBCU Parties for purposes of Directors in accordance with the provisions of this AgreementFCC regulations: (i) expenditure a U.S. broadcast radio or television station (other than the Same Market Stations), (ii) a U.S. cable television system, (iii) a U.S. “daily newspaper” (as such term is defined in Section 73.3555 of the rules and regulations of the FCC), (iv) any Company sum or sums in excess of $400,000 in U.S. communications facility operated pursuant to a license granted by the aggregate in any fiscal year that is not included in an Approved Budget for the then current fiscal year, it being understood FCC and agreed that all such expenditures shall be directly related subject to the construction, renovation, development or improvement provisions of Section 310(b) of the Company's theatresCommunications Act, it or (v) any other business which is subject to FCC regulations under which the ownership of a Person may be subject to limitation or restriction as a result of the interest in such business being further understood and agreed that expenditures on film rental, attributed to the extent such expenditures are determined by reference Person.
(c) approve (such approval not to box-office sales, shall not be restricted by this clause unreasonably withheld) (i)) a Budget, (ii) any expenditures that materially exceed budgeted amounts or (iii) any amendments to a Budget; provided, however, that at the end any Approval Stockholder may withhold its approval of any proposed Budget by identifying those items of the three-year period referenced proposed Budget which are not approved (the “Unapproved Items”) and providing in Section 6.3(a) abovewriting to the Company such party’s basis for withholding such approval and, in such event, the parties hereto portions of such proposed Budget which are not identified as unapproved, shall review be deemed to be approved under this Section 5; provided, further, that if the provisions Approval Stockholders fail to approve any Unapproved Item within 30 days (during which period the Approval Stockholders shall negotiate in good faith with respect to such Unapproved Item) after an Approval Stockholder identifies an Unapproved Item, such Unapproved Item shall (notwithstanding such failure to be approved) be deemed to be approved in the amount reflected in the Budget for the previous year;
(d) enter into any agreement or arrangement relating to the digital spectrum of all or any of the Company Stations, except for any agreement which (i) has a term of not more than 14 months or (ii) is terminable on not more than 14 months notice without payment of any material penalty or any other material adverse consequence suffered by the Company;
(e) amend the Company’s certificate of incorporation or by-laws in any material respect, except as may be necessary in connection with (i) the Transactions contemplated by the Transaction Agreements or (ii) issuances of Stock permitted under this Agreement and any other Transaction Agreements to which the Company is a party;
(f) other than any low-power television stations that do not expand the coverage and cable carriage of any Company Station, Sell (i) more than 50% of the stock of any Subsidiary of the Company that owns the primary operating assets of, or a FCC license of, a Company Station or (ii) the primary operating assets of, or any FCC license of, a Company Station (each, a “Station Transfer”), in each case, if such Company Station is located in any of the 50 largest DMAs as of the date of such disposition;
(g) except for any transactions permitted pursuant to Section 5(f), (i) Sell assets involving, together with all other Sales of assets during any 12-month period, assets with a fair market value greater than 20% of the book value of the Company’s consolidated assets reflected on the most recent balance sheet provided pursuant to Section 7.1(b), (ii) acquire assets, including pursuant to a merger, consolidation or other business combination, if the consideration payable for such assets in any single transaction exceeds 5% of the book value of the Company’s consolidated assets reflected on the most recent balance sheet provided pursuant to Section 7.1(b) or if the aggregate consideration payable for such transaction, together with the consideration paid for all such acquisitions in any 12-month period, exceeds 10% of the book value of the Company’s consolidated assets reflected on the most recent balance sheet provided pursuant to Section 7.1(b) (excluding, in each case, transactions involving issuances of Stock that have been approved pursuant to this Section 5) or (iii) engage in any merger or business combination transaction where the Company is not the surviving entity or where there is a change of control of the Company (other than as contemplated by the Transaction Agreements);
(h) create, designate, authorize, issue, Sell or grant, or enter into any agreement providing for the issuance (contingent or otherwise) of, any Stock except for Stock issued (i) upon the conversion, exchange or exercise of any Plan Option, (ii) upon conversion of the Senior Preferred Stock and the Series B Preferred Stock (iii) pursuant to the Transaction Agreements; provided, that the number of shares of Stock issued or issuable pursuant to clause (i) of this Section 6.4(a)(i5(h) shall not exceed 52,000,000 shares (comprised of 27,436,363 shares in respect of the Company Stock Plans (as defined in the Master Agreement) and 24,563,637 shares in respect of any stock-based compensation plan entered into after the date hereof and approved by the Board); provided, further, the approval of the NBCU Parties shall jointly determine whether it would not be appropriate required for the issuance of any Stock that results in a Mandatory Conversion Event (as defined in the Certificate of Designation or Indenture, as applicable) for all of the Convertible Securities (as defined in the Master Agreement);
(i) split, combine or reclassify any of its Stock in any manner adverse to modify the terms hereof; 6 <PAGE> CIG Media Parties or the NBCU Parties, as applicable;
(iij) saleexcept as provided in the Transaction Agreements, transfer enter into any employment, compensation or disposal of assets other agreement with an employee or director of the Company or any of its Subsidiaries, or purchase or Subsidiaries (other acquisition of assets or businesses, in each case in any single or series of related transactions, than station managers) that (i) provides for a consideration cash compensation (excluding bonus) reasonably expected to be in excess of $100,000; 400,000 per year or (iiiii) engagement by has longer than a three-year term;
(k) increase the size of the Board other than any increases as a result of a Voting Rights Triggering Event (as defined in the certificates of designation relating to the Senior Preferred Stock);
(l) file any voluntary bankruptcy, wind up of the Company or any of its Subsidiaries in any business other than as prescribed in the Articles of Incorporation; (iv) varying the Company's accounting policies and practices in any material respectfile for protection under Title 11, other than to comply with Korean GAAP; (v) entering into, amending or waiving the provision of any agreement or transaction with any Shareholder U.S. Code or any Affiliate similar federal or state law for the relief of any Shareholder after the Closing Date, except as expressly provided for in this Agreement, and except relating to the exhibition and settlement of motion picturesdebtors; or
(vim) establishing any place of business outside the Republic of Korea; (vii) commencing or settling litigation where the amount involved exceeds $100,000 in the aggregate in any fiscal year or consenting to any injunction; (viii) entering enter into any joint venturesales, partnershipjoint services, time brokerage, local marketing or similar agreement or similar arrangement requiring capital funding; (ix) approving and adopting other than agreements or arrangements that may be terminated at no cost to the annual budget or the Business Plan or any change thereto; (x) incurring any debt for borrowed money in excess of $100,000 in the aggregate in any fiscal year; or (xi) Company upon six-months’ notice), but only if after entering into any employment such agreement or consulting agreement with any Person involving arrangement, Company Stations representing 20% or more of the payment of any amount in excess of $100,000 per year Company’s National Coverage would be subject to such agreements or authorizing any Person to enter into any such employment agreement or consulting agreementarrangements.
Appears in 1 contract
Approval of Certain Matters. (a) The Representative Managing Director and the Chief Operating Officer, acting individually or jointly, shall not and shall not permit the Company or any Subsidiary of the Company to take or agree to take any of the following actions or engage in any of the following transactions without the prior approval of the Board of Directors in accordance with the provisions of this Agreement: :
(i) expenditure of any Company sum of Euros 1,250,000 (ONE MILLION TWO HUNDRED AND FIFTY THOUSAND) or sums in excess of $400,000 more in the aggregate in any fiscal year per annum that is not included in an Approved Budget for the then current fiscal yearBudget, it being understood and agreed that all such expenditures shall be directly related to the construction, renovation, development or improvement of the Company's theatres, it being further understood and agreed that expenditures on film rental, to the extent such expenditures are determined by reference to box-office sales, and any other variable costs that must be increased for the ordinary running of the JV and its Subsidiaries shall not be restricted by this clause (i); provided, however, that at the end of the three-year period referenced in Section 6.3(a) above, the parties hereto shall review the provisions of this Section 6.4(a)(i) and shall jointly determine whether it would be appropriate to modify the terms hereof; 6 <PAGE> ;
(ii) sale, transfer or disposal of assets of the Company or any of its Subsidiaries, or purchase or other acquisition of assets or businesses, in each case in any single or series of related transactions, transactions for a consideration in excess of $100,000; Euros 1,250,000 (ONE MILLION TWO HUNDRED AND FIFTY THOUSAND) in the aggregate per annum that is not included in an Approved Budget;
(iii) engagement engaging by the Company or any of its Subsidiaries in any business other than as prescribed provided in the Articles of Incorporation; its corporate purpose;
(iv) varying the Company's ’s accounting policies and practices in any material respect, other than to comply with Korean GAAP; ;
(v) entering into, amending or waiving the provision of any agreement or transaction with any Shareholder or any Affiliate of any Shareholder after the Closing Date, except as expressly provided for in this Agreement, and except relating to the exhibition and settlement of motion pictures; (vi) establishing any place of business outside the Republic of Korea; Spain;
(vii) commencing or settling litigation where the amount involved exceeds $100,000 in the aggregate in any fiscal year or consenting to any injunction; (viiivi) entering into any joint venture, partnership, partnership agreement or similar arrangement requiring capital funding; arrangement;
(ixvii) approving and adopting the annual budget or the Business Plan or any change thereto; ;
(xviii) incurring any debt for borrowed money in excess of $100,000 Euros 1,250,000 (ONE MILLION TWO HUNDRED AND FIFTY THOUSAND) that is not included in an Approved Budget;
(ix) commencing or settling litigation where the amount involved exceeds Euros 1,250,000 (ONE MILLION TWO HUNDRED AND FIFTY THOUSAND);
(x) entering into, amending or waiving the provision of any agreements or transactions with any Member or any Affiliate of any Member after the Closing Date except (1) as expressly provided for in this Agreement, (2) relating to the exhibition and settlement of motion pictures, or (3) in the aggregate ordinary course of business under terms no less favorable to the Company than those that could be obtained by the Company in any fiscal year; an arms length transaction, provided that prior to the Company entering into such agreement or transaction it is disclosed to the Board;
(xi) entering into any employment agreement agreements or consulting agreement agreements with any Person involving the payment in any such agreement of any an amount in excess of $100,000 per year Euros 150,000 (ONE HUNDRED AND FIFTY THOUSAND) or authorizing any Person to enter into any such employment agreement agreements or consulting agreementagreements; or
(xii) giving JV’s approval to the Transfer of any Membership Interest pursuant to Section 8.1 of the Amended Agreement.” The amounts referred to in 7.a (i), (ii), (viii), (ix) and (xi) shall be increased annually based on the General Consumer Price Index for Spain taking as a base the previous year’s amount beginning in January 1, 2005.
Appears in 1 contract
Approval of Certain Matters. The Representative Director and the Chief Operating OfficerCompany shall not, acting individually or jointly, shall not and shall not permit any of its Subsidiaries to, directly or indirectly, take any of the following actions without the prior written approval of both the CIG Media Parties and the NBCU Parties (for purposes of this Section 5 and Section 14, all of the CIG Media Parties are deemed to be one Stockholder and all of the NBCU Parties are deemed to be one Stockholder); provided that in the event the CIG Media Parties or the NBCU Parties, as the case may be, hold less than 25% of the number of outstanding Voting Shares, such Stockholder’s prior written approval pursuant to this Section 5 shall not be required (a Stockholder whose prior written approval is required pursuant to this Section 5 being an “Approval Stockholder”):
(a) adopt any shareholders rights plan or enter into any agreement that is material to the Company and its Subsidiaries taken as a whole, the provisions of which, upon the acquisition of Stock by the CIG Media Parties or the NBCU Parties: (i) would be violated or breached, would require a consent or approval thereunder, or would result in a default thereof (or an event which, with notice or lapse of time or both, would constitute a default), (ii) would result in the termination thereof or accelerate the performance required thereby, or result in a right of termination or acceleration thereunder, (iii) would result in the creation of any Lien (except Permitted Liens) upon any of the properties or assets of the Company or any Subsidiary of the Company thereunder, (iv) would disadvantage the CIG Media Parties or the NBCU Parties relative to take other stockholders of the Company on the basis of the size of their shareholdings, or agree (v) would otherwise restrict or impede the ability of the CIG Media Parties or the NBCU Parties to acquire additional shares of Stock, or Sell Stock, in any manner permitted by the Transaction Agreements; provided, that the Company may (A) enter into senior loan agreements that contain customary provisions permitting acceleration of the related indebtedness upon a change of control or (B) issue debt securities or preferred stock that contain customary change of control provisions permitting the holders of such debt securities or preferred stock to demand repurchase of their debt securities or preferred stock upon a change of control of the Company;
(b) take any of the following actions or engage action that would cause any ownership interest in any of the following transactions without to be attributable to the prior approval CIG Media Parties (only if at the time of such action, the Board CIG Media Parties do not have any attributable interest in the Company but such action would otherwise cause the CIG Media Parties to have an attributable interest in the Company) or the NBCU Parties for purposes of Directors in accordance with the provisions of this AgreementFCC regulations: (i) expenditure a U.S. broadcast radio or television station (other than the Same Market Stations), (ii) a U.S. cable television system, (iii) a U.S. “daily newspaper” (as such term is defined in Section 73.3555 of the rules and regulations of the FCC), (iv) any Company sum or sums in excess of $400,000 in U.S. communications facility operated pursuant to a license granted by the aggregate in any fiscal year that is not included in an Approved Budget for the then current fiscal year, it being understood FCC and agreed that all such expenditures shall be directly related subject to the construction, renovation, development or improvement provisions of Section 310(b) of the Company's theatresCommunications Act, it or (v) any other business which is subject to FCC regulations under which the ownership of a Person may be subject to limitation or restriction as a result of the interest in such business being further understood and agreed that expenditures on film rental, attributed to the extent such expenditures are determined by reference Person.
(c) approve (such approval not to box-office sales, shall not be restricted by this clause unreasonably withheld) (i)) a Budget, (ii) any expenditures that materially exceed budgeted amounts or (iii) any amendments to a Budget; provided, however, that at the end any Approval Stockholder may withhold its approval of any proposed Budget by identifying those items of the three-year period referenced proposed Budget which are not approved (the “Unapproved Items”) and providing in Section 6.3(a) abovewriting to the Company such party’s basis for withholding such approval and, in such event, the parties hereto portions of such proposed Budget which are not identified as unapproved, shall review be deemed to be approved under this Section 5; provided, further, that if the provisions Approval Stockholders fail to approve any Unapproved Item within 30 days (during which period the Approval Stockholders shall negotiate in good faith with respect to such Unapproved Item) after an Approval Stockholder identifies an Unapproved Item, such Unapproved Item shall (notwithstanding such failure to be approved) be deemed to be approved in the amount reflected in the Budget for the previous year;
(d) enter into any agreement or arrangement relating to the digital spectrum of all or any of the Company Stations, except for any agreement which (i) has a term of not more than 14 months or (ii) is terminable on not more than 14 months notice without payment of any material penalty or any other material adverse consequence suffered by the Company;
(e) amend the Company’s certificate of incorporation or by-laws in any material respect, except as may be necessary in connection with (i) the Transactions contemplated by the Transaction Agreements or (ii) issuances of Stock permitted under this Agreement and any other Transaction Agreements to which the Company is a party;
(f) other than any low-power television stations that do not expand the coverage and cable carriage of any Company Station, Sell (i) more than 50% of the stock of any Subsidiary of the Company that owns the primary operating assets of, or a FCC license of, a Company Station or (ii) the primary operating assets of, or any FCC license of, a Company Station (each, a “Station Transfer”), in each case, if such Company Station is located in any of the 50 largest DMAs as of the date of such disposition;
(g) except for any transactions permitted pursuant to Section 5(f), (i) Sell assets involving, together with all other Sales of assets during any 12-month period, assets with a fair market value greater than 20% of the book value of the Company’s consolidated assets reflected on the most recent balance sheet provided pursuant to Section 7.1(b), (ii) acquire assets, including pursuant to a merger, consolidation or other business combination, if the consideration payable for such assets in any single transaction exceeds 5% of the book value of the Company’s consolidated assets reflected on the most recent balance sheet provided pursuant to Section 7.1(b) or if the aggregate consideration payable for such transaction, together with the consideration paid for all such acquisitions in any 12-month period, exceeds 10% of the book value of the Company’s consolidated assets reflected on the most recent balance sheet provided pursuant to Section 7.1(b) (excluding, in each case, transactions involving issuances of Stock that have been approved pursuant to this Section 5) or (iii) engage in any merger or business combination transaction where the Company is not the surviving entity or where there is a change of control of the Company (other than as contemplated by the Transaction Agreements);
(h) create, designate, authorize, issue, Sell or grant, or enter into any agreement providing for the issuance (contingent or otherwise) of, any Stock except for Stock issued (i) upon the conversion, exchange or exercise of any Plan Option, (ii) upon conversion of the Senior Preferred Stock and the Series B Preferred Stock (iii) pursuant to the Transaction Agreements; provided, that the number of shares of Stock issued or issuable pursuant to clause (i) of this Section 6.4(a)(i5(h) and shall jointly determine whether it would not exceed [_____] shares; provided, further, the approval of the NBCU Parties shall not be appropriate required for the issuance of any Stock that results in a Mandatory Conversion Event (as defined in the Certificate of Designation or Indenture, as applicable) for all of the Convertible Securities (as defined in the Master Agreement);
(i) split, combine or reclassify any of its Stock in any manner adverse to modify the terms hereof; 6 <PAGE> CIG Media Parties or the NBCU Parties, as applicable;
(iij) saleexcept as provided in the Transaction Agreements, transfer enter into any employment, compensation or disposal of assets other agreement with an employee or director of the Company or any of its Subsidiaries, or purchase or Subsidiaries (other acquisition of assets or businesses, in each case in any single or series of related transactions, than station managers) that (i) provides for a consideration cash compensation (excluding bonus) reasonably expected to be in excess of $100,000; 400,000 per year or (iiiii) engagement by has longer than a three-year term;
(k) increase the size of the Board other than any increases as a result of a Voting Rights Triggering Event (as defined in the certificates of designation relating to the Senior Preferred Stock);
(l) file any voluntary bankruptcy, wind up of the Company or any of its Subsidiaries in any business other than as prescribed in the Articles of Incorporation; (iv) varying the Company's accounting policies and practices in any material respectfile for protection under Title 11, other than to comply with Korean GAAP; (v) entering into, amending or waiving the provision of any agreement or transaction with any Shareholder U.S. Code or any Affiliate similar federal or state law for the relief of any Shareholder after the Closing Date, except as expressly provided for in this Agreement, and except relating to the exhibition and settlement of motion picturesdebtors; or
(vim) establishing any place of business outside the Republic of Korea; (vii) commencing or settling litigation where the amount involved exceeds $100,000 in the aggregate in any fiscal year or consenting to any injunction; (viii) entering enter into any joint venturesales, partnershipjoint services, time brokerage, local marketing or similar agreement or similar arrangement requiring capital funding; (ix) approving and adopting other than agreements or arrangements that may be terminated at no cost to the annual budget or the Business Plan or any change thereto; (x) incurring any debt for borrowed money in excess of $100,000 in the aggregate in any fiscal year; or (xi) Company upon six-months’ notice), but only if after entering into any employment such agreement or consulting agreement with any Person involving arrangement, Company Stations representing 20% or more of the payment of any amount in excess of $100,000 per year Company’s National Coverage would be subject to such agreements or authorizing any Person to enter into any such employment agreement or consulting agreementarrangements.
Appears in 1 contract
Approval of Certain Matters. (a) The Representative Director and the Chief Operating Officer, acting individually or jointly, shall not and shall not permit the Company or any Subsidiary of the Company to take or agree to take any of the following actions or engage in any of the following transactions without the prior approval of the Board of Directors in accordance with the provisions of this Agreement: :
(i) expenditure of any Company sum or sums in excess of $400,000 in the aggregate in any fiscal year that is not included in an Approved Budget for the then current fiscal year, it being understood and agreed that all such expenditures shall be directly related to the construction, renovation, development or improvement of the Company's ’s theatres, it being further understood and agreed that expenditures on film rental, to the extent such expenditures are determined by reference to box-office sales, shall not be restricted by this clause (i); provided, however, that at the end of the three-year period referenced in Section 6.3(a) above, the parties hereto shall review the provisions of this Section 6.4(a)(i) and shall jointly determine whether it would be appropriate to modify the terms hereof; 6 <PAGE> ;
(ii) sale, transfer or disposal of assets of the Company or any of its Subsidiaries, or purchase or other acquisition of assets or businesses, in each case in any single or series of related transactions, for a consideration in excess of $100,000; ;
(iii) engagement by the Company or any of its Subsidiaries in any business other than as prescribed in the Articles of Incorporation; ;
(iv) varying the Company's ’s accounting policies and practices in any material respect, other than to comply with Korean GAAP; ;
(v) entering into, amending or waiving the provision of any agreement or transaction with any Shareholder or any Affiliate of any Shareholder after the Closing Date, except as expressly provided for in this Agreement, and except relating to the exhibition and settlement of motion pictures; ;
(vi) establishing any place of business outside the Republic of Korea; ;
(vii) commencing or settling litigation where the amount involved exceeds $100,000 in the aggregate in any fiscal year or consenting to any injunction; ;
(viii) entering into any joint venture, partnership, agreement or similar arrangement requiring capital funding; ;
(ix) approving and adopting the annual budget or the Business Plan or any change thereto; ;
(x) incurring any debt for borrowed money in excess of $100,000 in the aggregate in any fiscal year; or or
(xi) entering into any employment agreement or consulting agreement with any Person involving the payment of any amount in excess of $100,000 per year or authorizing any Person to enter into any such employment agreement or consulting agreement.
(b) Neither the Company nor any Subsidiary of the Company shall take any of the following actions without the approval of the Shareholders by a two-thirds (2/3) vote:
(i) varying any of the rights attaching to the Shares;
(ii) modifying the Articles of Incorporation;
(iii) taking any steps to effect the winding-up, liquidation, dissolution or voluntary bankruptcy of the Company or any of its subsidiaries;
(iv) the issuance of additional Shares by the Company (except for the issuance of new shares to third parties other than the shareholders of the Company); provided, however, that the Shareholders shall undertake discussions in good faith as and when requested by a Shareholder concerning capital raising activities, including the possible sale of private or public equity in the Company;
(v) entering into any merger, amalgamation, consolidation or other business combination to which the Company or any of its subsidiaries is a party;
(vi) declaring dividend, distribution of liquidation proceeds or purchase of treasury stock;
(vii) other actions requiring a special resolution of a General Meeting of Shareholders pursuant to the Korean Commercial Code;
(viii) changing the name of the Company;
(ix) the removal of a Director or the Statutory Auditor;
(x) the transfer of all or a significant part of the business of the Company;
(xi) the issuance of shares of the Company at a price less than par value; or
(xii) reduction of paid-in capital of the Company.
Appears in 1 contract
Approval of Certain Matters. (a) The Representative Director and the Chief Operating Officer, acting individually or jointly, shall not and shall not permit the Company or any Subsidiary of the Company to take or agree to take any of the following actions or engage in any of the following transactions without the prior approval of the Board of Directors in accordance with the provisions of this Agreement: :
(i) expenditure of any Company sum or sums in excess of $400,000 in the aggregate in any fiscal year that is not included in an Approved Budget for the then current fiscal year, it being understood and agreed that all such expenditures shall be directly related to the construction, renovation, development or improvement of the Company's theatres, it being further understood and agreed that expenditures on film rental, to the extent such expenditures are determined by reference to box-office sales, shall not be restricted by this clause (i); provided, however, that at the end of the three-year period referenced in Section 6.3(a) above, the parties hereto shall review the provisions of this Section 6.4(a)(i) and shall jointly determine whether it would be appropriate to modify the terms hereof; 6 <PAGE> ;
(ii) sale, transfer or disposal of assets of the Company or any of its Subsidiaries, or purchase or other acquisition of assets or businesses, in each case in any single or series of related transactions, for a consideration in excess of $100,000; ;
(iii) engagement by the Company or any of its Subsidiaries in any business other than as prescribed in the Articles of Incorporation; ;
(iv) varying the Company's accounting policies and practices in any material respect, other than to comply with Korean GAAP; ;
(v) entering into, amending or waiving the provision of any agreement or transaction with any Shareholder or any Affiliate of any Shareholder after the Closing Date, except as expressly provided for in this Agreement, and except relating to the exhibition and settlement of motion pictures; ;
(vi) establishing any place of business outside the Republic of Korea; ;
(vii) commencing or settling litigation where the amount involved exceeds $100,000 in the aggregate in any fiscal year or consenting to any injunction; ;
(viii) entering into any joint venture, partnership, agreement or similar arrangement requiring capital funding; ;
(ix) approving and adopting the annual budget or the Business Plan or any change thereto; ;
(x) incurring any debt for borrowed money in excess of $100,000 in the aggregate in any fiscal year; or or
(xi) entering into any employment agreement or consulting agreement with any Person involving the payment of any amount in excess of $100,000 per year or authorizing any Person to enter into any such employment agreement or consulting agreement.
(b) Neither the Company nor any Subsidiary of the Company shall take any of the following actions without the approval of the Shareholders by a two-thirds (2/3) vote:
(i) varying any of the rights attaching to the Shares;
(ii) modifying the Articles of Incorporation;
(iii) taking any steps to effect the winding-up, liquidation, dissolution or voluntary bankruptcy of the Company or any of its subsidiaries;
(iv) the issuance of additional Shares by the Company (except for the issuance of new shares to third parties other than the shareholders of the Company); provided, however, that the Shareholders shall undertake discussions in good faith as and when requested by a Shareholder concerning capital raising activities, including the possible sale of private or public equity in the Company;
(v) entering into any merger, amalgamation, consolidation or other business combination to which the Company or any of its subsidiaries is a party;
(vi) declaring dividend, distribution of liquidation proceeds or purchase of treasury stock;
(vii) other actions requiring a special resolution of a General Meeting of Shareholders pursuant to the Korean Commercial Code;
(viii) changing the name of the Company;
(ix) the removal of a Director or the Statutory Auditor;
(x) the transfer of all or a significant part of the business of the Company;
(xi) the issuance of shares of the Company at a price less than par value; or
(xii) reduction of paid-in capital of the Company.
Appears in 1 contract
Sources: Joint Venture Agreement (Loews Cineplex Entertainment Corp)