Approval of Reserved Matters Clause Samples

The 'Approval of Reserved Matters' clause defines the process by which certain key issues or decisions, not finalized at the outset of an agreement, must receive formal consent from specified parties before proceeding. Typically, this clause outlines which matters are considered 'reserved,' such as major financial commitments, changes to project scope, or amendments to core terms, and details the procedure for seeking and granting approval—often requiring a majority or unanimous vote from stakeholders or board members. Its core function is to ensure that significant decisions are subject to oversight and agreement, thereby protecting the interests of all parties and preventing unilateral actions on critical issues.
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Approval of Reserved Matters. For so long as Uber holds at least ** of its Initial Proportion, the Company, the Supervisory Board and the Management Board shall not do or permit to be done, and the Shareholders and the Company (in relation to the Subsidiaries) shall procure, in accordance with Applicable Laws, that no Group Company shall do or permit to be done, any matters listed in Schedule 2 or anything the effect of which is analogous or comparable in substance to any of the matters listed in Schedule 2 ("Reserved Matters") without the prior written approval of:
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Approval of Reserved Matters. No decision of the Board, nor any decision of the Board of Officers of the Company nor any decision or resolution of the shareholders of the Company shall be of any force or effect in respect of any of the Reserved Matters, and the Parties shall do all acts and things necessary (including exercising voting rights attaching to Shares held (or controlled) by them and exercising their right to nominate and terminate the appointment of Directors) to ensure that no action is taken by the Company with respect to any of the Reserved Matters without the unanimous consent of all of the Shareholders save in respect of paragraphs (e), (i) and (j) of the definition of Reserved Matters which will require the unanimous approval of the Board; provided that if at any time after the Second Option Exercise Date, a Shareholder's Shareholding is below 20%, paragraphs (b), (d), (e), (h), (i) and (k) shall not be considered to form part of the definition of Reserved Matters under this Agreement.
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Approval of Reserved Matters. (i) At any meeting of holders of Securities of a Series duly called and held as specified above, upon the affirmative vote, in person or by proxy thereunto duly authorized in writing, of the holders of not less than 75% in aggregate principal amount of the Securities of such Series then Outstanding, or (ii) with the written consent of the owners of not less than 75% in aggregate principal amount of the Securities of such Series then Outstanding, Portugal and the Fiscal Agent, by agreement between themselves, may Amend the terms of the Securities of such Series or, insofar as respects the Securities of such Series, this Agreement, in any way approved by such vote or consent that would (A) change the due date for the payment of the principal of (or premium, if any) or any installment of interest on any Security of such Series, (B) reduce the principal amount of any Security of such Series, the portion of such principal amount which is payable upon acceleration of the maturity of such Security, the interest rate thereon or the premium payable upon redemption thereof, (C) change the coin or currency in which or the required places at which payment with respect to interest, premium or principal in respect of Securities of such Series is payable, (D) shorten the period during which Portugal is not permitted to redeem the Securities of such Series, or permit Portugal to redeem the Securities of such Series if, prior to such action, Portugal is not permitted so to do, (E) reduce the proportion of the principal amount of Securities of such Series the vote or consent of the holders of which is necessary to Amend this Agreement or the terms and conditions of the Securities of such Series or to make, give or take any Request, Consent or Action provided hereby or thereby to be made, taken or given, (F) change the obligation of Portugal to pay additional amounts, if any, pursuant to the Securities of such Series, (G) change the definition of “Outstanding” with respect to the Securities of such Series, (H) change the governing law provision of the Securities of such Series, or (I) change the courts to the jurisdiction of which Portugal has submitted, Portugal’s obligation to appoint and maintain an Authorized Agent as set forth in Section 12 hereof, or Portugal’s waiver of immunity, in respect of actions or proceedings brought by any holder based upon the Securities of such Series, as set forth in Section 12 hereof. Each of the actions set forth in clauses (A) through (I...
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Approval of Reserved Matters. (i) At any meeting of holders of Securities of a Series duly called and held as specified above, upon the affirmative vote, in person or (in the case of registered owners of Securities of such Series) by proxy Table of Contents thereunto duly authorized in writing, of the holders of not less than 75% in aggregate principal amount of the Securities of such Series then Outstanding, or (ii) with the written consent of the owners of not less than 75% in aggregate principal amount of the Securities of such Series then Outstanding, the Issuer and the Fiscal Agent may modify, amend, supplement or waive the terms of the Securities of such Series or, insofar as respects the Securities of such Series, this Agreement, in any way that would (A) change the due date for the payment of the principal of (or premium, if any) or any installment of interest on any Security of such Series, (B) reduce the principal amount of any Security of such Series, the portion of such principal amount which is payable upon acceleration of the maturity of such Security, the interest rate thereon or the premium payable upon redemption thereof, (C) change the coin or currency in which or the required places at which payment with respect to interest, premium or principal in respect of Securities of such Series is payable, (D) shorten the period during which the Issuer is not permitted to redeem the Securities of such Series, or permit the Issuer to redeem the Securities of such Series if, prior to such action, the Issuer is not permitted so to do, (E) reduce the proportion of the principal amount of Securities of such Series the vote or consent of the holders of which is necessary to modify, amend or supplement this Agreement or the terms and conditions of the Securities of such Series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given, (F) change the obligation of the Issuer to pay additional amounts with respect to the Securities of such Series, (G) change the definition of “Outstanding” with respect to the Securities of such Series, (H) in connection with an exchange offer for the Securities of such Series, amend in any way the provision on events of default in the terms of the Securities of such Series, (I) change the governing law provision of the Securities of such Series, or (J) change the courts to the jurisdiction of which the Issuer has submitted, the Issuer’s obligatio...
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Approval of Reserved Matters. Once an outline planning permission has been granted in respect of a Phase which, together with any related Statutory Agreement is not subject to any Onerous Condition and which has become immune from challenge in accordance with paragraph 4, the Developer shall submit applications for approval of reserved matters in accordance with the timeline set out in the Programme and otherwise in accordance with Clause 4.4 and this Schedule PROVIDED ALWAYS that the Developer shall not be obliged to incur any cost in obtaining approval of such reserved matters in respect of any Building unless the Developer believes that the relevant Phase is viable and remains viable at that point. 8.1 The Developer shall: 8.1.1 provide to the Council within 10 Working Days of receipt a copy of any notice constituting a Planning Permission, Refusal, Call-In or other decision in relation to the Application or any other Appeal or Proceedings in respect of 8.1.2 give notice to the Council within 10 Working Days of receipt of a Planning Permission specifying any condition it considers to be a Developer’s Onerous Condition. 8.2 The Developer shall be deemed to accept that the Planning Permission is free from any Developer’s Onerous Condition, if it has not served notice in accordance with paragraph 8.1.2. 8.3 Within 10 Working Days of receipt of a copy of any Planning Permission the Council shall give notice to the Developer specifying any condition it considers to be a Council’s Onerous Condition, and the Council shall be deemed to accept that the Planning Permission is free from any Council’s Onerous Condition if it has not served notice in accordance with this paragraph. 8.4 Each party shall be deemed to accept that any condition notified to it as an Onerous Condition under paragraph 8.1.2 or 8.3 as the case may be is an Onerous Condition unless such party gives written counter-notice to the other within 10 Working Days of receipt of such notification requiring the question of whether or not such condition is an Onerous Condition to be determined under Clause 20.
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Related to Approval of Reserved Matters

  • Approval of Plans Landlord will not check Tenant drawings for building code compliance. Approval of the Final Plans by Landlord is not a representation that the drawings are in compliance with the requirements of governing authorities, and it shall be Tenant’s responsibility to meet and comply with all federal, state, and local code requirements. Approval of the Final Plans does not constitute assumption of responsibility by Landlord or its architect for their accuracy, sufficiency or efficiency, and Tenant shall be solely responsible for such matters.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Approval of Plan Approval of the Plan by the Commissioner of Internal Revenue as referred to in 17.1 means a continuing approval sufficient to establish that the Plan and related trust(s) are at all times qualified and exempt from income tax under Section 401(a) and other applicable provisions of the Internal Revenue Code of 1986, and that contributions made by the Company under the Plan are deductible for income tax purposes in accordance with law. The cognizant governmental authorities referred to in 17.1 include, without limitation, the Department of Labor, the Pension Benefit Guaranty Corporation and the Securities and Exchange Commission, and their approval means their confirmation with respect to any matter within their regulatory authority that the Plan does not conflict with applicable law.

  • State Approval of Replacement Personnel The Engineer may not replace the project manager or key personnel without prior consent of the State. The State must be satisfied that the new project manager or other key personnel is qualified to provide the authorized services. If the State determines that the new project manager or key personnel is not acceptable, the Engineer may not use that person in that capacity and shall replace him or her with one satisfactory to the State within forty-five (45) days.

  • PROCEDURE FOR APPROVAL OF SETTLEMENT Acceptance of this Settlement Agreement shall be sought at a hearing of the Central Regional Council of the MFDA on a date agreed to by counsel for Staff and the Respondent.