Important Matters Sample Clauses

Important Matters. You must be informed of any material changes to the information referred to herein. If the information was given orally, it must be confirmed in writing within 30 days. • If any complaint to the Financial Services Provider or the insurer is not resolved to your satisfaction, you may submit the complaint to the Long-term insurance Ombudsman or the FAIS Ombud. • If your premium is paid by means of debit order: o It may only be in favour of one legal entity or person and may not be transferred without your approval; and o The insurer must inform you at least 30 days before the cancellation thereof, in writing, of its intention to cancel cover. • Your insurer must give reasons for rejection of your claim. • Your insurer may not cancel your insurance merely by informing your Financial Services Provider. There is an obligation to make sure that the notice has been sent to you. You are entitled to a copy of the policy free of charge. • You are entitled to a copy of the voice log of the sale. • Polygraphs or similar tests are not obligatory and claims may not be rejected solely on the basis of a failure of such test. • Should you have any complaints about the availability or adequacy of information required to be provided herein, please bring this to attention on 0861 990 000. • Your policy document contains the name, class and type of policy as well as details of procedures to follow in the event of a claim. Should anything not be clear, please contact The Unlimited on the numbers provided above.

Important Matters. In addition to such matters as required by the Articles of Incorporation of New Company or the Commercial Code, the following matters of the Board of Directors' meeting shall require the affirmative vote of more than two-thirds of the votes of the Directors: (1) any proposal to the General Meeting of Shareholders or action by the Board of Directors for the matters as provided in Article 12 hereof; (2) any investment or commitment of New Company in amounts individually in excess of (Y)10,000,000 or in the aggregate in excess of(Y)10,000,000; (3) any loan or credit taken by New Company in amounts individually in excess of (Y)10,000,000 or in the aggregate in excess of(Y)10,000,000; (4) execution, amendment or termination of agreements or commitments with PALTAC, SPAR or their subsidia▇▇▇▇ ▇r affiliates; (5) adoption or amendment of the annual budgets and business plan; (6) adoption or any material modification of major regulations or procedures, including any employee rules or handbook; (7) change of the auditing firm as provided in Article 21; (8) initiating or settling any litigation, arbitration or other formal dispute settlement procedures or forgiveness of any obligation owed the New Company in excess of (Y)10,000,000; (9) approval of annual closing of the books of the New Company and the New Company's annual financial statements, and changing of accounting policies and practices or the New Company's accounting periods; (10) establishment or amendment to the conditions of employment of New Company Officers, provided that the affirmative vote of SPAR-nominated Directors shall not be withheld unreasonably; (11) selling, otherwise disposing of or granting a lien, security interest or similar obligation with respect to, in one or a series of related transactions, 10% or more of the net assets of New Company or with respect to any major strategic asset of New Company that is crucial to New Company's business; (12) formation of any subsidiary of New Company, entry into ( or subsequent termination of) any joint venture, partnership or similar agreement; (13) entering into, amending or terminating any contract with or commitment to any Director or shareholder; and (14) entering into any agreement or commitment to provide goods or services outside of Japan. CHAPTER V AUDIT

Important Matters. 8.1 For so long as any Shareholder owns directly or indirectly fifteen per cent (15%) or more of the total number of the Shares a decision relating to any of the following matters shall require the unanimous approval (which is not to be unreasonably withheld) of such Shareholder's Directors at the relevant Board meeting (and when necessary the unanimous approval (which is not to be unreasonably withheld) of such Shareholders at a Shareholders meeting) and the Shareholders shall exercise all voting rights and other powers of control available to them in relation to the Company and the Directors so as to procure (insofar as they are able by the exercise of such rights) that the Company shall not without such approval: (a) approve any Business Plan for the Company or implement any material amendment to or material departure from the same save that no approval shall be necessary where any amendment, variation or departure does not exceed in any one year an aggregate amount equal to ten per cent (10%) of the amounts of the Operating Expenses for the particular year as set out in the Initial Business Plan for the period of five (5) years from the date of this Agreement and thereafter five per cent (5%) of the amounts of the Operating Expenses of the Company for that particular year; (b) approve any third party who is to become a Shareholder (either by acquiring, issued or granted an option to acquire Shares) other than either an

Important Matters. Any of the actions or matters set forth below shall not be taken or conducted without the prior approval of the Board of Directors, or if any of such actions or matters requires an approval of the shareholders, such actions or matters shall be first approved by the Board of Directors prior to the submission to the meeting of the shareholders for their approval: (1) Approval of the five (5) year plan, the annual business plan (including store opening plan, capital plan, fund raising plan and budget for all plans), financial statements or declaration of a dividend; (2) Extending credit to any party in an amount exceeding Japanese Yen one hundred million (100,000,000 Japanese Yen), except those given in the ordinary course of business to customers of NEWCO; (3) Making any loan to, or providing a guarantee in favor of, any party; (4) Acquisition or disposition of assets or property other than in the ordinary course of business exceeding the amount contemplated in the approved annual business plan by more than twenty-five percent (25%); (5) Borrowing of money exceeding the amount contemplated in the approved annual business plan by more than twenty-five percent (25%); (6) The election, dismissal and compensation of the President, Vice President and the Representative Director of NEWCO; (7) Important contract or agreement or any amendment thereto or renewal thereof; and (8) Other items to be submitted for approval at meeting of shareholders.

Important Matters. In addition to the matters required by the Articles, By-Laws or applicable law, the following matters considered by the Board of Directors shall, except to the extent the Board of Directors of SGRP or any Committee thereof may have sole authority or responsibility for any such matter under SGRP's policies and other governing documents, Nasdaq or SEC rules or applicable law, require the affirmative vote of more than two-thirds of the Directors: 1. any action by the Members or Board of Directors for any matter as provided in Article 12 hereof; 2. any investment or commitment to invest in any capital or financial asset by the New Company in amounts individually in excess of US$50,000 or in the aggregate in excess of US$100,000; 3. any loan borrowed or committed or other credit received by New Company (other than trade credit in the normal course) in amounts individually in excess of US$50,000 or in the aggregate in excess of US$100,000; 4. execution, amendment or termination of the New Company's agreements or commitments with NMA, SPAR or their subsidiaries or affiliates other than terminations as scheduled or on default in accordance with their respective terms; 5. adoption or amendment of the annual budgets and business plan of the New Company, provided that they have been adopted as and when required by SGRP; 6. adoption or any material modification of major regulations or procedures inconsistent in any way with those of SGRP, including any employee rules or handbook; 7. initiating or settling any litigation, arbitration or other formal dispute settlement procedures or forgiveness of any obligation owed to the New Company in excess of US$50,000; 8. any sale or disposition of or granting a lien, security interest or similar obligation (other than pursuant to any permitted financing) with respect to, any material asset of the New Company, whether in one or a series of related transactions, other than collection of receivables in the normal course and grants of liens, security interests and similar obligations pursuant to any permitted financing; 9. formation of any subsidiary of New Company, entry into (or subsequent termination of) any joint venture, partnership or similar agreements in which the New Company is a Member; 10. entering into, amending or terminating any contract with/or commitment to any Director or Member other than terminations as scheduled or on default in accordance with their respective terms; and 11. entering into any agreement or commit...

Important Matters. In addition to such matters as required by the Articles of Incorporation of New Company or the Commercial Code, any resolutions of the following matters by the General Meeting of Shareholders shall require the affirmative vote of at least two-thirds of the votes of the shareholders present: (1) any amendment or modification of the Articles of Incorporation; (2) increase or decrease in the authorized capital or paid-in capital; (3) issuance of new shares or any other kind of equity securities or instruments convertible into equity securities or the decision to undertake a Public Offering (as defined in Article 30); (4) issuance of debentures; (5) transfer of any part or whole of business; (6) any and all matters relating to dividends of New Company; (7) dissolution or amalgamation; (8) change in number or length of tenure of Directors;

Important Matters. In addition to such matter as required by Constitutive Act of New Company, the following matters of the Board of Directors meeting shall require the affirmative vote of more than two-thirds of the votes of the Directors: 1. Any proposal to the General Meeting of Shareholders or action by the Board of Directors for the matters as provided in Article 12 hereof; 2. any investment or commitment of New Company in amounts individually in excess of US$50,000 or in the aggregate in excess of US$50,000; 3. any loan or credit taken by New Company; 4. execution, amendment or termination of agreements or commitments with FI, SPAR or their subsidiaries or affiliates; 5. adoption or amendment of the annual budgets and business plan; 6. adoption or any material modification of major regulations or procedures, including any employee rules or handbook; 7. change of the auditing firm as provided in Article 21; 8. initiating or settling any litigation, arbitration or other formal dispute settlement procedures or forgiveness of any obligation owed to the New Company in excess of US$25,000; 9. approval of annual closing of the books of New Company and the New Company's annual financial statements, and changing of accounting policies and practices or the New Company's accounting periods; 10. establishment or amendment to the condition of employment of New Company officers, provided that the affirmatives vote of SPAR-nominated Directors shall not be withheld unreasonably; 11. sale or disposition of or granting a lien, security interest or similar obligation with respect to, in one or a series of related transactions of New Company or with respect to any major strategic asset of New Company that is crucial to New Company' business; 12. Formation of any subsidiary of New Company, entry into (or subsequent termination of) any joint venture, partnership or similar agreements; 13. entering into, amending or terminating any contract with/or commitment to any Director or shareholder; and 14. entering into any agreement or commitment to provide goods or services outside Territory. CHAPTER V: AUDIT -----

Important Matters. In addition to such matter as required by Memorandum of Association of New Company, the following matters of the Board of Directors meeting shall require the affirmative vote of at least two-thirds of the votes of the Directors: 1. Any proposal to the Annual Meeting of Shareholders or action by the Board of Directors for the matters as provided in Article 12 above; 2. Any investment or commitment of New Company; 3. Any loan or credit taken by New Company in amounts individually 4. Execution, amendment or termination of agreements or commitments with CMR, SGRP or their subsidiaries or affiliates; 5. Adoption or amendment of the annual budgets and business plan; 6. Adoption or any material modification of major regulations or procedures, including any employee rules or handbook; 7. Change of the auditing firm as provided in Article 21; 8. Initiating or settling any litigation, arbitration or other formal dispute settlement procedures or forgiveness of any obligation owed to the New Company; 9. Approval of annual closing of the books of New Company and the New Company’s annual financial statements, and changing of accounting policies and practices or the New Company’s accounting periods; 10. Establishment or amendment to the condition of employment of New Company officers; 11. Sale or disposition of or granting a lien, security interest or similar obligation with respect to, in one or a series of related transactions of New Company or with respect to any asset of New Company that is crucial to New Company’ business; 12. Formation of any subsidiary of New Company, entry into (or subsequent termination of) any joint venture, partnership or similar agreements; 13. Entering into, amending or terminating any contract with/or commitment to any Director or shareholder; and 14. Entering into any agreement or commitment to provide goods or services outside Territory. 15. Purchase, lease or rent any asset, open an account, incur credit or appoint a service provider or contractor.

Important Matters. This Disclosure Statement contains projected financial information and certain other forward-looking statements, all of which are based on various estimates and assumptions and will not be updated to reflect events occurring after the date hereof. Such information and statements are subject to inherent uncertainties and to a wide variety of significant business, economic and competitive risks, including, among others, those described herein. Consequently, actual events, circumstances, effects and results may vary significantly from those included in or contemplated by such projected financial information and such other forward-looking statements. The projected financial information contained herein and in the exhibits annexed hereto, therefore, is not necessarily indicative of the future financial condition or results of operations of the Debtors, which in each case may vary significantly from those set forth in such projected financial information. Consequently, the projected financial information and other forward-looking statements contained herein should not be regarded as representations by any of the Debtors, the Reorganized Debtors, their advisors, or any other Person that the projected financial conditions or results of operations can or will be achieved. 7 IMPORTANT - Voting by Intermediary Timing: If your vote is being processed by an Intermediary, please allow sufficient time for transmission of your ballot to your Intermediary for preparation and delivery to the Voting Agent of a Master Ballot reflecting your vote and the votes of the holders of other Claims tabulated by the Intermediary. To be counted, your vote must be received either (a) directly by the Voting Agent on or before the Voting Deadline, or (b) if your vote is processed by an Intermediary, by your Intermediary by such time and date as specified by such Intermediary that allows such Intermediary sufficient time to process your Ballot. Receipt of your Ballot by the Intermediary on or close to the Voting Deadline may not allow sufficient time for the Intermediary to include your vote in the Master Ballot that it must deliver to the Voting Agent by the Voting Deadline. Questions on Voting Procedures: If you have a question concerning the voting procedures, please contact your Intermediary or the Voting Agent.