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 commitment to provide goods or services outside of the Territory.
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Important Matters. In addition to the matters required by the Articles, JV By-Laws or applicable lawApplicable Law, the following matters considered by the JV Board of Directors shall, except to the extent the SBRP's Board of Directors of SGRP or any Committee thereof may have sole authority or responsibility for any such matter under SGRP's any policies and other governing documentsdocuments of SGRP, Nasdaq Exchange Rules, Securities Law or SEC rules or applicable lawother Applicable Law, require the affirmative vote of more than two-thirds a majority of the JV Directors:
1. any action by the Members or Board of Directors for any matter as provided in Article 12 hereof;
2. (a) any investment or commitment to invest in any capital or financial asset by the JV Company or either New Momentum Company in amounts individually in excess of US$50,000 or in the aggregate in excess of US$100,000;
3. (b) any loan borrowed or committed or other credit received by JV Company or either New Momentum Company (other than trade credit in the normal course and the recordation of intercompany debits and credits between the JV Company and other SGRP Companies in the normal course) in amounts individually in excess of US$50,000 or in the aggregate in excess of US$100,000;
4. (c) any call for a loan from the JV Members in accordance with this Agreement, and any voluntary prepayment of the JV Member loans, in whole or in part;
(d) execution, amendment or termination of the New JV Company's agreements or commitments with NMAany INVESTOR, SPAR or their subsidiaries or affiliates respective Affiliates other than terminations a termination as scheduled or on default in accordance with their respective its 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. (e) initiating or settling any litigation, arbitration or other formal dispute settlement procedures or forgiveness of any obligation owed to the JV Company or either New Momentum Company in excess of US$50,000;
8. (f) 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 JV Company or either New Momentum Company, whether in one or a series of related transactions, in each case other than collection and assignment for collection of receivables in the normal course course, the sale, trade-in or retirement of any equipment in the normal course, the use and grants consumption of liens, security interests supplies and similar obligations pursuant goods in the normal course, the use and payment of funds for business expenses in the normal course, any assignment required to secure any permitted financing, or any assignment otherwise permitted under this Agreement or other written agreement or approval of the Parties;
9. (g) formation of any subsidiary of JV Company or either New Company, Momentum Company or entry into (or subsequent termination of) any joint venture, partnership or similar agreements in which the JV Company or either New Momentum Company is a Membermember or shareholder;
10. (h) entering into, continuing, amending or terminating any contract with/or commitment to any JV Director or Member JV Member, in each case other than (i) expirations or terminations as scheduled or scheduled, (ii) any termination on default or otherwise in accordance with their respective terms, or (iii) any Termination For Cause;
(i) hiring, engaging, promoting or supervising any Relative of any JV Member, JV Officer or any director, manager or officer of either New Momentum Company, in each case whether individually or in any collaboration, collusion, consort or parallel or reciprocal action with others (and whether or not there is a quid pro quo);
(j) making, causing, facilitating, committing or offering any agreement, arrangement or transaction
(i) purporting to bind the JV Company or either New Momentum Company with or for the benefit of any JV Member, any JV Director, any JV Officer or any director, manager or officer of either New Momentum Company or any of his or her Relatives or other Affiliates,
(ii) respecting the transaction by the JV Company or either New Momentum Company of any business with any Relative or other Affiliate of any JV Member, any JV Director, any JV Officer or any director, manager or officer of either New Momentum Company, or
(iii) any other self-dealing by any JV Member, any JV Direct, any JV Officer or any director, manager or officer of either New Momentum Company with or otherwise involving the JV Company or either New Momentum Company, in each case whether individually or in any collaboration, collusion, consort or parallel or reciprocal action with others (and whether or not there is a quid pro quo); andor
11. (k) entering into or participating in any agreement or commitment to provide goods or services outside of the Territory.
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