Major Decision Approval Clause Samples

The Major Decision Approval clause establishes that certain significant actions or decisions within an organization or agreement require the explicit consent of designated parties, such as a board of directors, majority shareholders, or specific stakeholders. Typically, this clause outlines which types of decisions—such as mergers, acquisitions, large expenditures, or amendments to key terms—are subject to this heightened approval process and may specify the threshold of consent needed, like a supermajority vote. Its core practical function is to ensure that critical decisions are not made unilaterally, thereby protecting the interests of all major stakeholders and promoting transparency and accountability in governance.
Major Decision Approval. Approval of the following major decisions shall require the approval of Members as set forth in this Section 7C: (1) Selling or contracting to sell (including the method of sale) or otherwise disposing of all or substantially all of the Company's assets or selling the Company shall require the approval of Members holding 80% of the Interests. (2) Refinancing the Company indebtedness incurred in acquiring property or operating the business of the Company shall require the approval of Members holding 75% of the Interests. (3) Compensating (pursuant to Section E(l), below) the Managing Member for its services in managing and directing the day to day operations of the Vessel shall require approval of Members holding 80% of the Interests.
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Major Decision Approval. Notwithstanding Section 5.1, all Major Decisions proposed to be taken by the Administrative Member shall require the approval of both the VEREIT Member and the Investor Member. Except as otherwise expressly provided in Section 11.3 with respect to certain tax matters, in the event that any action which would constitute a Major Decision is proposed by the Administrative Member, the Administrative Member shall give the VEREIT Member and the Investor Member reasonable prior written notice of such proposed Major Decision (a "Major Decision Notice") specifying the particulars thereof in reasonable detail. Each Member shall, within ten (10) Business Days following the date such Major Decision Notice is delivered to such Member, give a written notice to the Administrative Member stating either that (i) it approves of the proposed Major Decision described in the Major Decision Notice, (ii) it disapproves of the proposed Major Decision, and setting forth the reasons for such disapproval with reasonable specificity, or (iii) it requires more information in order to approve or disapprove of such proposed Major Decision, and setting forth a specific list of requested additional information, following the receipt of which such Member shall promptly advise the Administrative Member of such Member's approval or disapproval as described above. If a Member shall fail to give such a written notice to the Administrative Member within said ten (10) Business Days, then the Administrative Member may submit a second Major Decision Notice to such Member which shall state in bold, capital letters on the top of the first page (and on the outside of any envelope, if applicable) "MAJOR DECISION NOTICE - PROMPT RESPONSE REQUESTED." If a Member shall fail to respond to any such a second Major Decision Notice within five (5) Business Days following the date such second Major Decision Notice is delivered to such Member, such Member shall be deemed to have approved the proposed Major Decision described in the Major Decision Notice, except in the case of the Major Decisions described in Sections 5.2(b)(i) — (iii), (vi) — (xx), (xxii) — (xxv), (xxvii) and (xxviii) below (the "Fundamental Major Decisions"), which shall require the affirmative written approval of both the VEREIT Member and the Investor Member, failing which any such Fundamental Major Decision shall be deemed disapproved by a non-responding Member. Notwithstanding the foregoing, the Members may approve and/or adopt any propose...
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Related to Major Decision Approval

  • Major Decisions Notwithstanding any other provisions of this Agreement, the Company and/or the Managing Member may not, without the approval of the Non-Managing Member of the Company take any of the following actions or cause Mezz LLC or Property Owner to take any of the following actions (each, a “Major Decision”): (i) borrow money (whether on a secured or unsecured basis, and whether senior, on par or subordinate to the Loans, but excluding trade debt or amend the terms and conditions of any financing of the Company or any of its Subsidiaries, including the Loans, in any material respect or make elections with respect to interest periods, interest rates or other material provisions under any such financing; (ii) lend money (whether on a secured or unsecured basis, but excluding trade debt); (iii) grant any mortgage, security interest or any other lien on any Property or any other assets of the Company or any of its Subsidiaries;; (iv) subject all or any part of any Property to a condominium statute or convert any Property to condominium or cooperative form of ownership; (v) except as otherwise provided herein, sell all or any portion of any Property; (vi) seek or consent to any change in the zoning or other land use regulations affecting any Property or any permits or approvals granted thereunder if such change will materially adversely affect the value of the Property or the rights, interests or obligations of the parties under this Agreement; (vii) rebuild or reconstruct the improvements on the Property if they are substantially damaged by a fire or other casualty, except to the extent the Company or any of its Subsidiaries is required to do so pursuant to the Loan Documents or except to the extent that the cost to rebuild or reconstruct the improvements is less than $1,000,000; (viii) acquire any real property (other than the Property), any direct or indirect interest in real property, or any interest in any Person other than the Subsidiaries; (ix) adopt the annual operating budget of the Company and its Subsidiaries, which must be submitted to the Non-Managing Member for its Approval by November 30 of the preceding year (each such annual budget, as Approved, an “Approved Budget”); (x) incur any single capital expenditure in excess of $50,000, other than capital expenditures which are (i) set forth in an Approved Budget, or (ii) otherwise specifically Approved by the Non-Managing Member; (xi) assign, transfer, pledge, compromise or release any of the claims of or debts or insurance or condemnation proceeds due the Company exceeding $50,000 except in connection with the receipt by the Company of payment in full of such claims or debts; (xii) enter into any lease for a portion of the Property in excess of 25,000 square feet; (xiii) change the Company’s or any Subsidiaries’ accounting method, either for financial or tax reporting purposes or otherwise; (xiv) dissolve the Company or any Subsidiary; (xv) effect any merger, consolidation or restructuring of the Company or any Subsidiary; (xvi) purchase or redeem all or any portion of the limited liability company interest of any Member in the Company, except as provided herein with respect to permitted transfers; (xvii) form, directly or indirectly, any subsidiary other than the Subsidiaries; (xviii) other than in connection with the Loans, sell, assign, transfer, pledge, hypothecate or otherwise dispose of or encumber all or any portion of any of the Company’s interest in any Subsidiary or permit any Subsidiary to sell, assign, transfer, pledge, hypothecate or otherwise dispose of or encumber all or any portion of its assets or cause or permit any additional equity interests to be issued by or new members to be admitted to any Subsidiary; (xix) amend or otherwise modify any of the organizational documents of the Company or any Subsidiary in any material respect or take any action which would result in the Company not being able to manage or exercise control over any Subsidiary; (xx) enter into or conduct any business or operations other than in connection with the business of the Company as contemplated by Section 7 hereof or otherwise herein, or take any action which would cause the Company or any Subsidiary to cease being a “special purpose” entity as provided in Section 9(d) above; (xxi) employ any Member or any Affiliate of any Member on behalf of the Company or any Subsidiary or otherwise deal with the Company or any Subsidiary (whether as a buyer, seller, lessor, lessee, manager, broker, agent, furnisher of services, lender or otherwise) and pay to or receive from the Company, its Subsidiaries, any Member and any of their Affiliates any compensation, price, fee, commission or other payment therefore, except as contemplated by this Agreement or as set forth on Schedule D hereto; (xxii) employ any accountants for the Company or any attorneys for the Company (except that the Members specifically approve ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ LLP and Cozen ▇’▇▇▇▇▇▇ being retained as attorneys for the Company and Amper, Politziner, ▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Group being retained as accountants for the Company); (xxiii) settle any casualty loss (except to the extent fully covered by insurance less any deductible) or condemnation claim in excess of $250,000; (xxiv) settle any material litigation or threatened litigation, including without limitation that certain litigation regarding the sub-leasehold interest in the Property; (xxv) enter into any material contract or amendment; (xxvi) issue additional equity interests in itself or any Subsidiary; and (xxvii) take any other actions which, pursuant to the terms of this Agreement, require Approval of all of the Members.

  • Approval/Non-Approval We will notify you whether your Application has been approved or denied within 14 days after the date we receive a completed Application. Notification may be in person or by mail or telephone unless you have requested that notification be by mail. You must not assume approval until you receive actual notice of approval. The 14-day time period may be changed only by separate written agreement.

  • Authorization, Approval, etc No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required either (a) for the pledge by the Pledgor of any Collateral pursuant to this Pledge Agreement or for the execution, delivery, and performance of this Pledge Agreement by the Pledgor, or (b) for the exercise by the Collateral Agent of the voting or other rights provided for in this Pledge Agreement, or, except with respect to any Pledged Shares, as may be required in connection with a disposition of such Pledged Shares by laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Pledge Agreement.

  • IRS Plan Approval Articles I through VIII of the agreement used to establish this ▇▇▇▇ ▇▇▇ have been approved by the IRS. The IRS approval is a determination only as to form. It is not an endorsement of the plan in operation or of the investments offered.

  • Commission Approval The Parties understand and agree that this Agreement will be filed with the Commission for approval by such Commission (or the FCC if the Commission fails to act) pursuant to Section 252 of the Act. Each Party specifically reserves its right to judicial review of this Agreement under Section 252(e)(6) of the Act, or any other available remedy at law or equity. If the Commission, the FCC or any court rejects any portion of this Agreement, the Parties agree to meet and negotiate in good faith to arrive at a mutually acceptable modification of the rejected portion and any provisions that would be materially affected by deletion of the rejected portion; provided that such rejected portion shall not affect the validity of the remainder of this Agreement. The Parties acknowledge that nothing in this Agreement shall limit a Party's ability, independent of such Party's agreement to support and participate in the approval of this Agreement, to assert public policy issues relating to the Act, including challenging the validity of any portion of the Act or an FCC or Commission rule, order, Guideline or other determination made pursuant to the Act, or the application by CBT for suspension or modification of portions of the Act or rules pursuant to Section 251(f)(2) of the Act. In the event CBT obtains a suspension or modification of any portion of the Act or rules thereunder pursuant to Section 252(f)(2) of the Act, the Parties shall negotiate as necessary to incorporate the applicable terms and conditions of such suspension or modification and the Parties agree to negotiate as necessary in order to clarify the application of such suspension or modification to the terms of into this Agreement.