Major Matters Clause Samples

The 'Major Matters' clause defines specific decisions or actions within an agreement that are considered significant and therefore require special approval or oversight. Typically, this clause lists out key issues—such as mergers, acquisitions, changes to business strategy, or large financial commitments—that cannot be undertaken without the consent of a certain threshold of stakeholders, such as a supermajority of board members or shareholders. By clearly identifying which matters are 'major,' the clause ensures that critical decisions are not made unilaterally or without adequate consideration, thereby protecting the interests of all parties and promoting responsible governance.
Major Matters. The Board of Directors shall be responsible to the Shareholders. In addition to the powers and authorities set forth in the Company Law and the Articles, the following actions shall be submitted to the Board of Directors for review and approval before such actions are carried out: (i) review and approval of annual budget and business plan; (ii) review and approval of remuneration of the Management Member; (iii) review and approval of the commission policy of the Target Company; (iv) any action that terminates, suspends, or substantially changes the main business, or entry into new lines of business than the existing main business; (v) appointment, removal and replacement of the external auditor of the Target Company; (vi) review and approval of annual financial statements, or material change in the accounting and financial policies or the fiscal year of the Target Company; (vii) establishment of subsidiaries or acquisition of or investment in other entities; (viii) change of the organizational structure of the Target Company; (ix) approval of any agreement relating to borrowing, guarantee, and assurance by the Target Company; (x) any single capital expenditure exceeding RMB500,000; (xi) purchase, sale or disposal of any assets exceeding RMB500,000; (xii) approval of any contract by the Target Company with an transaction amount exceeding RMB500,000 outside the scope of the main business of the Target Company; (xiii) approval of or amendment to any contract between the Target Company and any of the parties hereto and/or any of its Affiliates and associated parties; (xiv) any other material action in connection with the rights and interests of the Target Company.
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Major Matters. Except as otherwise expressly set forth in this Agreement including Sections 5.5 and 5.7, none of the Executive Committee, the Executive Committee Members (in the Executive Committee Members’ capacity as “managers” under the Act) or the Officers shall do, or cause or permit the Company or, any Subsidiary of the Company to do, any of the following actions (the “Major Matters”), without the approval of both of the NSAM Designees (for so long as the NSAM Designation Threshold is met); provided, that if any such action has been specifically set forth in reasonable detail in the Approved Business Plan then in effect, then such action shall not be a Major Matter requiring approval of the NSAM Designees: (a) amending, terminating, restating or otherwise modifying this Agreement, the Certificate or any other Organizational Documents of the Company or any Subsidiary of the Company; (b) (i) appointing or terminating the appointment of any auditors of the Company or any of its Subsidiaries or (ii) changing any methods of accounting, except as required by changes in applicable law or GAAP; (c) (i) approving each Business Plan and any material revision to the Approved Business Plan then in effect, (ii) except as set forth in Section 5.4(a), during any Fiscal Year, incurring unbudgeted corporate operating and overhead expenses in excess of 110% of the aggregate amount budgeted in the Approved Business Plan for such corporate operating and overhead expenses (each, a “Permitted Variance”) or (iii) incurring during any Fiscal Year less than 95% of the aggregate amount budgeted in the Approved Business Plan for such corporate operating and overhead expenses; (d) (i) issuing any Equity Interests of the Company (other than Class B Incentive Units) or of any Subsidiary of the Company, (ii) authorizing any subdivision, split, combination, or other reclassification of any Equity Interests of the Company or of any Subsidiary of the Company or (iii) redeeming, repurchasing or otherwise acquiring any Equity Interests of the Company or of any Subsidiary of the Company (other than in accordance with the redemption contemplated in the Purchase Agreement); provided, that the foregoing restrictions shall not apply to (A) the issuance of Additional Interests pursuant to and in accordance with Section 3.3(b) or Section 3.5, and (B) the issuance of Equity Interests in connection with a Public Offering approved (to the extent required) in accordance with Section 5.3(w); (e) amending or othe...
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Major Matters. The granting by the Board of Directors or the Shareholders Meeting, as the case may be or, of any approval or the taking by the Board of Directors or the Shareholders Meeting, as the case may be, of any action, or the failure to take action, as the case may be, in connection with or relating to the following matters (“Major Matters” and separately “Major Matter”), shall require approval of all of the Shareholders or of the Board of Directors, as the case may be: (i) the approval of the annual Budget and Business Plan and amendments to the annual Budget and Business Plan and any change in the distribution of dividends; (ii) the issuance of bonds, debentures, negotiable obligations or other similar instruments of debt, or the obtaining of any loan from any Person including loans from a Shareholder, other than current loans (less than 90 days) and the decision to draw on any line of credit; (iii) the issuance of Company Securities or acceptance of any capital contribution; (iv) the selection or removal of the controller, general manager, legal counsel and independent auditor of the Company, with respect to the later of which would be selected from among the top five leading accounting firms of internationally recognized standards and having offices in Monterrey; (v) the approval of any acquisition, merger, consolidation, joint venture or other business combination of the Company within the context of the foregoing or partnership arrangement between the Company and any third party; (vi) the approval of any transaction (including any lease or amendment thereto) between the Company and any of the parties hereto or their respective Affiliates; (vii) the guarantee by the Company of any obligations of any third parties; (viii) the approval of the sale, lease, exchange, transfer or other disposition, directly or indirectly, in a single transaction or series of related transactions, of substantially all of the assets of the Company; (ix) the approval of any material transaction (meaning a transaction involving more than $100,000.00 U.S.), including any lease or amendment thereto between the Company and any third party, other than the purchase of materials and supplies and the sale of corrugated plastic pipe in the ordinary cause of business; (x) the determination of the number of members of the Board of Directors; (xi) any amendment of this Agreement, the Company’s Bylaws or of the Indemnification Provisions and the cancellation of any directors and officers liabilit...
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Major Matters. Notwithstanding anything to the contrary in this Agreement, the Corporation shall not take any action in connection with or relating to the following matters (“Major Matters” and each separately a “Major Matter”) without the approval of the holders of at least three-fourths (3/4) of the issued and outstanding Shares:
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Major Matters. Notwithstanding the authority granted to the Board of Managers set forth in Section 4.1(b), the Company shall not issue any additional Member Units in the Company, except upon the unanimous consent of the Members. 2. Section 4.8 of the Agreement is hereby superseded and replaced in its entirety with the following:
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Major Matters. Notwithstanding anything to the contrary in this Agreement, the Company shall not take any action in connection with or relating to the following matters (“Major Matters” and each separately a “Major Matter”) without the approval of at least two thirds (2/3) of all of the members of the Board or, to the extent that Interestholder approval is required pursuant to the Bylaws or any Chilean Law, the unanimous approval of all of the Interestholders:
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Major Matters. Notwithstanding the authority granted to the Board of Managers set forth in section 4.1(b), the following actions (“Major Matters”) require the approval of Members owning more than 60% of the Units: (a) The sale, transfer, exchange, grant of perpetual licenses or other disposal of all or substantially all of the Company’s assets, including goodwill, in a single or series of related transactions, or the merger, consolidation, liquidation, dissolution or reorganization of the Company or any of its subsidiaries; (b) The sale, transfer, exchange, grant of perpetual licenses or other disposal of any patents of the Company; (c) The admittance of any additional Members to the Company; (d) The acquisition of substantially all of the assets of, or any equity interest in, any Person; (e) The taking of any action outside the ordinary course of business of the Company, or the changing of the nature or character (including without limitation through expansion or contraction) of the Business; (f) The issuance of bonds, debentures, negotiable obligations or other similar instruments of debt, the obtaining of any loan from any Person (as defined in Appendix I) (except for trade payables) including loans from a Member, the issuance of any securities or debt convertible into securities of the Company, the guarantee of any obligations of any third parties or the assignment of the assets of the Company in trust for creditors or on the assignee’s promise to pay the debts of the Company; (g) The entering into or approving of any transaction between the Company and any of the Members or their respective Affiliates, other than the Transaction Documents, as defined in section 14.1(a) below; (h) Subject to section 15.1, the authorization or requirement to make contributions to capital in excess of those made prior to or on the Effective Date, or the approval of the terms of any loan from a Member or its Affiliate; (i) The appointment or changing of the auditors or attorneys for the Company; (j) The admittance of any assignee of a Member’s interest in the Company (other than an Affiliate) as a substituted Member pursuant to section 9.4; (k) The making of any determination concerning the liquidation of the Company pursuant to section 11.1; (l) The engagement of the Company in any research, engineering or development project involving any product other than products relating to the Business; (m) The amendment of the Certificate; (n) Approval of annual Budgets and product pricing; and ...
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Major Matters. 5.1 KSB and BBT shall procure that the Company shall not (whether by resolution of the Company in general meeting or of the Board) without the prior approval by the affirmative vote or consent in writing of each of KSB and BBT (which consent may be given in writing on its behalf by any of the Directors appointed by it): (a) except as contemplated by Clause 2 or Clause 6.3, create or issue or allot any Shares, or grant or agree to grant any option over shares (whether pursuant to a share option scheme or otherwise) or uncalled capital of the Company or issue any obligations convertible into shares or alter or abrogate any class or any other rights of any Shares other than pursuant to the Employee Option Scheme; (b) alter its name, or effect any material change in the nature of its Business or the manner in which it conducts such Business or any material deviation from the Science Plan or any business plan adopted by the Company; (c) alter its Memorandum or the Articles of Association or the rights attaching to any of its Shares or re-organize, consolidate, sub-divide or convert any of its Shares; (d) adopt or amend any Budget or business plan or the Science Plan; (e) save as may be provided by any of the Other Agreements create, extend or alter any Encumbrance on or over the whole or any part of its undertaking, property or assets (other than liens arising by operation of law in the ordinary course of business); (f) acquire or agree to acquire any asset the funding of which is or is to be secured by a guarantee, indemnity or other form of surety from any shareholder; (g) determine the price at which any Share is to be transferred to any third party under Article 18.3 of the Articles of Association; (h) approve the balance sheet and profit and loss account or any other account of the Company; (i) give any guarantees or indemnities of or as to or in respect of the obligations or liabilities of any other person, firm, company or entity; (j) (other than on the advice to the Board of an independent licensed insolvency practitioner or as required under Clauses 6.1,6.8, 12.2(ii), or 13.5) commence any proceeding relating to a winding up action, liquidation or reorganization of the Company; or (k) enter into discussions with any third party relating to the sale or merger of the Company or the Business with any other entity; (l) the lending of any monies (otherwise than by way of deposit with a bank or other institution the normal business of which includes the acce...
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Related to Major Matters

  • Labor Matters No labor problem or dispute with the employees of the Company or any of its subsidiaries exists or is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, that could have a Material Adverse Effect.

  • 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.

  • Employee and Labor Matters There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

  • Regulatory Matters The parties will negotiate in good faith to resolve regulatory criticisms or concerns expressed by the Office of the Comptroller of the Currency or other U.S. federal or state banking Regulators that can reasonably be addressed through a modification of the Agreement or adoption of mutually agreeable policies or procedures to prevent or resolve a Material Default described by clause (iii) of such definition, subject to applicable legal requirements including restrictions on disclosing confidential supervisory information.