CONSENSUS MATTERS Sample Clauses

The "Consensus Matters" clause establishes that certain decisions or actions under the agreement require the mutual agreement of all relevant parties. In practice, this means that no single party can unilaterally make decisions on specified issues; instead, all parties must discuss and reach a shared understanding before proceeding. This clause is essential for ensuring collaborative decision-making and preventing disputes by requiring collective approval, thereby promoting fairness and transparency in the management of joint matters.
CONSENSUS MATTERS. 10.1. Notwithstanding anything to the contrary contained in this Agreement or any agreement, the Company, its Boards of directors or general meetings, committees shall not take any action or decision (and shall not authorize any employees and agents) in relation to any of the matters set forth hereunder (“Consensus Matters”) without the prior written approval of the Purchaser. 10.1.1. Any amendments to the Memorandum and Articles of Association of the Company; 10.1.2. Changing the scope or nature of the Company’s Business or commencing any new business; 10.1.3. Transfer by way of sale, lease or otherwise of any, businesses of the Company or of any of its investments including for the avoidance of doubt, the equity securities held by the Company in the Operating Company; 10.1.4. Undertaking any new business; 10.1.5. Any merger, demerger, consolidation, reorganisation or liquidation, or any sale, lease, exchange or other disposition of any material portion of the assets or Business of the Company (save and except merger/amalgamation of the Company into the Operating Company); 10.1.6. Enter into any material contract or arrangement outside the ordinary course of its Business or whereby any person or entity would or might receive remuneration calculated by reference to the Company’s income or profits; 10.1.7. Sale, transfer lease, license or in any way dispose of any of its assets otherwise than in the ordinary course of its business or factor or assign any of its book debts; 10.1.8. Invest the funds of the Company, other than in the Operating Company; 10.1.9. Investing moneys in the shares / securities of anybody corporate including any subsidiaries of the Company, other than in the Operating Company; 10.1.10. Filling up of a casual vacancy in the Board, relating to an Independent Director; 10.1.11. Creating any mortgage, charge, or other encumbrances with respect to the Company’s properties and assets (including investments) or provide any guarantees, other than for the benefit of the Operating Company; 10.1.12. Approving the Balance Sheet and Profit and Loss Accounts of the Company; and 10.1.13. Acquisition of assets of other businesses, creation of subsidiaries, joint ventures or partnerships. 10.1.14. Making of loans or advances by the Company to any person or remitting or extending the time of repayment of any such loans or advances. 10.1.15. Obtaining any loan or altering any material terms or conditions of any such loan. 10.1.16. Entering into an agree...
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CONSENSUS MATTERS. The Company shall not proceed with any of the following matters unless a director designated by each Group is among the directors approving the matter as provided in Section 6(a): (i) a Transaction Resulting in a Change of Interest or a Transfer of all or substantially all of the assets of the Company or any Subsidiary other than as contemplated in Section 6(b)(v) or 6(b)(vi), or any fundamental change in the nature of the business of such company; (ii) any transaction with any person or entity having a significant relationship with any Shareholder Party, other than on a reasonably arms' length basis; (iii) the appointment or removal of the independent auditors of the Company or any Subsidiary, which should, in any case, be an internationally recognized accounting firm; (iv) the issuing of any securities other than for fair value, or the taking of any action that creates, increases or reduces a preference for one or more, but not all, series or classes of capital stock of the Company or any Subsidiary; (v) increases or decreases in the size of the Board of Directors in a manner that affects the rights of representation set forth in this Agreement; (vi) incurring any debt, granting any guarantee, transferring assets or permitting any Encumbrance thereon, or acting as a surety or guarantor for any third party, in any such case other than for fair value received; (vii) making stock repurchases or other distributions other than on a prorata basis; (viii) taking any action that would amend, modify or restate the Articles of Incorporation or Bylaws of the Company or any Subsidiary or entering into any voting or management agreement regarding the governance of any Subsidiary other than to effect a transaction expressly provided for in Section 6(b); and (ix) the determination to cease to be a reporting company under the provisions of the United States Securities and Exchange Act of 1934, as amended.
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CONSENSUS MATTERS. 13.1 The Parties shall procure that, subject to 13.2, no decision may be taken or done by or in connection with the Company or Kibali without the unanimous consent of the Parties. 13.2 If either Party’s Percentage is 45% or less: 13.2.1 any action of the Company in respect of any matter that is not a Key Decision shall be decided by majority vote of the Company Board; and 13.2.2 no Key Decision may be taken or done by or in connection with the Company or Kibali without the unanimous consent of the Parties, which consent can be provided in writing or at a meeting of the Parties. 13.3 The Parties shall procure that none of the following actions may be taken or done by or in connection with the Company or Kibali without the unanimous consent of the Parties, which consent can be provided in writing or at a meeting of the Parties (“Key Decisions”): 13.3.1 any sale or disposal or encumbrance or hypothecation in any manner whatsoever of any of the Company’s or Kibali’s assets (subject to the provisions of the Kibali JVA), otherwise than in the ordinary course of business, in excess of a transaction value of US$2 million in respect of any one transaction, and in excess of an aggregate transaction value of US$5 million in any Financial Year; 13.3.2 any alteration or variation in the statutes of the Company or Kibali; 13.3.3 any change to the share capital structure of the Company or Kibali; 13.3.4 any change in the issued share capital of the Company or Kibali (except in the circumstances provided in clauses 12.11-12.15, in which case such consent shall be deemed to have been given); 13.3.5 the formation or acquisition of any subsidiaries of the Company or Kibali; 13.3.6 the entering into any agreement, the making of any offer or the granting of any right capable of becoming an agreement to allot or issue any shares of the Company or Kibali or the issue of any securities convertible into shares or debentures of the Company or Kibali or the issue of any warrants or options with respect to shares of the Company or Kibali; 13.3.7 the borrowing of any money (other than from the Company’s or Kibali’s bankers in the ordinary course of the Company’s or Kibali’s business, respectively) in excess of US$2 million in respect of any one borrowing, and in excess of US$5 million in the aggregate in any Financial Year; 13.3.8 the giving of any security (other than by operation of law) on the assets of the Company or Kibali, except for the purpose of securing any indebtedness incu...
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CONSENSUS MATTERS. 13.1 The consent of the committed shareholders, obtained as contemplated in 14 below, shall be required or - 13.1.1 a joint venture company to change the nature of or discontinue its business; 13.1.2 a joint venture company to - 13.1.2.1 dispose of or otherwise deal in or with the whole or any part of its assets or undertaking or the shares in or claim against its subsidiaries, the value of which is material; 13.1.2.2 make any acquisition the price of which is material, provided that for purposes of this sub-clause material shall mean an amount greater than 5% (five per centum) of the consolidated shareholders’ funds of the joint venture company from time to time or R10 000 000,00 (ten million Rand), whichever amount is the lesser; 13.1.3 a joint venture company to enter into any - 13.1.3.1 merger with any other company; or
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CONSENSUS MATTERS. 1The unanimous consent of the Shareholders shall be required for:
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CONSENSUS MATTERS. The Company shall not proceed with any of the following matters unless a director designated by each Group is among the directors approving the matter as provided in Section 6(a): (i) a Transaction Resulting in a Change of Interest or a Transfer of all or substantially all of the assets of the Company or any Subsidiary other than as contemplated in Section 6(b)(v) or 6(b)(vi), or any fundamental change in the nature of the business of such company; (ii) any transaction with any person or entity having a significant relationship with any Shareholder Party, other than on a reasonably arms' length basis;
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Related to CONSENSUS MATTERS

  • FDA Matters As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be in compliance would not have or reasonably be expected to result in a Material Adverse Effect. There is no pending, completed or, to the Company’s knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter or other communication from the FDA or any other governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would have or reasonably be expected to result in a Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of the FDA. The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, produced or marketed by the Company nor has the FDA expressed any concern as to approving or clearing for marketing any product being developed or proposed to be developed by the Company.

  • Labour Matters No material work stoppage, strike, lock-out, labour disruption, dispute grievance, arbitration, proceeding or other conflict with the employees of the Corporation or the Subsidiaries currently exists or, to the knowledge of the Corporation, is imminent or pending and the Corporation and the Subsidiaries are in material compliance with all provisions of all federal, national, regional, provincial and local laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours.

  • FCC Matters (a) The license attached hereto as Exhibit A is a true and correct copy of the License. There is no other condition, to the knowledge of Seller, imposed by the FCC as part of the License that is neither set forth on the face of the License as issued by the FCC, or contained in the FCC rules applicable generally to the licenses of the type, nature and class or location of the License. No other licenses or authorizations are required from the FCC for the operations of facilities in compliance with the License on the Seller Channels in the market area as of the Effective Date. Except as set forth in Section 3.5 below, no Person other than Seller has any right, title, interest or claim in or to the License. The License has been granted to Seller by Final Order and is in full force and effect. (b) Excluding the proceedings in WT Docket No. 03-66, there is not pending or, to the knowledge of Seller, threatened against Seller or the License before the FCC or any other Governmental Authority any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, the License, (ii) seeks the imposition of any modification or amendment with respect thereof, (iii) which would adversely affect the ability of Seller to consummate the Transactions, or (iv) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of the License. To Seller's knowledge there are no facts or circumstances existing that would give rise to any such application, action, petition, objection or other pleading, or proceeding with the FCC or any other Governmental Authority. (c) Other than under the Interference Agreements listed in Exhibit E hereto, Seller has not located, in a search of its readily available records as of the Effective Date, any other written agreements to accept or allow any electromagnetic interference from any other FCC licensees, permittees or applicants with respect to the License and/or Seller Channels, and, to Seller's knowledge, no other such licensees, permittees or applicants have agreed to accept electromagnetic interference from Seller with respect to their respective facilities. (d) To Seller's knowledge, Seller is in compliance with all applicable Laws except for any non-compliance that, individually or in the aggregate, will not have a material adverse effect on the License or on Seller's ability to consummate the Transactions. To Seller's knowledge, since the grant of the Seller's most recent renewal application for the License, Seller has complied in all material respects with FCC Laws applicable to the License, including without limitation the Communication Act of 1934, as amended. Since the issuance of the License, Seller has not received a notice of non-compliance from the FCC. To Seller's knowledge all material documents required to be filed at any time by Seller with the FCC with respect to the License have been timely filed or the time period for such filing has not lapsed. To Seller's knowledge, all such documents filed since the date that the License was issued to Seller are correct in all material respects. All amounts owed to the FCC in connection with the License have been timely paid. (e) As of the Effective Date, the facilities subject to the License for which certification or notification of completion of construction has been filed with the FCC are not operating.

  • Operational Matters 7.1 The LGB shall comply with the obligations set out in Appendix 2 which deals with the day-to-day operation of, and delegation of responsibilities to, the LGB. 7.2 The LGB will adopt and will comply with all policies of the Trustees communicated to the LGB from time to time. 7.3 Both the Trustees and all members of the LGB have a duty to act with integrity, objectivity and honesty in the best interests of the Company and the Academy and shall be open about decisions and be prepared to justify those decisions except in so far as any matter may be considered confidential. 7.4 The LGB will review its policies and practices on a regular basis, having regard to recommendations made by the Trustees from time to time, in order to ensure that the governance of the Academy is best able to adapt to the changing political and legal environment. 7.5 The LGB shall provide such data and information regarding the business of the Academy and the pupils attending the Academy as the Trustees may require from time to time. 7.6 The LGB shall submit to any inspections by the Trustees, and any inspections pursuant to section 48 of the Education Act 2005 (Statutory Inspections of Anglican and Methodist Schools). 7.7 The LGB shall work closely with and shall promptly implement any advice or recommendations made by the Trustees in the event that intervention is either threatened or is carried out by the Secretary of State and the Trustees expressly reserve the unfettered right to review or remove any power or responsibility conferred on the LGB under this Scheme in such circumstances.

  • Procedural Matters The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in such proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy following an Event of Default will not impair the right or remedy or constitute a waiver of, or acquiescence in, such Event of Default. All remedies will be cumulative to the extent permitted by law.