Matters Requiring Clause Samples

Matters Requiring. Consent of the Board of Directors: Executive shall not, without the specific approval of Company’s Board of Directors, do or contract to do any of the following: (1) Borrow on behalf of Company during any fiscal year an amount in excess of Five Hundred Thousand ($500,000) Dollars; (2) Permit any customer or client of Company to become indebted to Company in an amount in excess of One Million ($1,000,000) Dollars; (3) Purchase capital equipment for amounts in excess of the amounts budgeted for expenditure by the Board of Directors; (4) Sell any single capital asset of Company, other than equity issued for compensation and services, having a market value in excess of Two Hundred Fifty Thousand ($250,000) Dollars or a total of capital assets during a fiscal year having a market value in excess of Two Hundred Fifty Thousand ($250,000) Dollars; and (5) Commit Company to the expenditure of more than Two Million Five Hundred Thousand ($2,500,000) Dollars in the development and sale of new products and services.
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Matters Requiring a Unanimous Vote of the Board Members of those present: (i) Change or modify the legal status of the Coalition/Cluster. (ii) Revise these Articles of Collaboration.
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Matters Requiring. APPROVAL OF LEDCOR AND WFCL No sale, license, lease, transfer, mortgage, pledge or other disposition of all or any part of the Plough Technology will be undertaken without the prior written consent in writing of both of Ledcor and WFCL.
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Matters Requiring a Supermajority Vote of the Board of Representatives. The following actions may not be taken by the Company unless such action is approved by a Supermajority Vote of the Board of Representatives or specifically contemplated by the Annual Budget approved in accordance with this Section 4.04 (any action so taken without a Supermajority Vote shall be void and not within the powers of the Company): (a) amendment of this Agreement or the Company’s or any Subsidiary’s other organizational documents, or any change in the size of the Board of Representatives; (b) formation of any Subsidiary (as defined in Section 4.15(b)) or, except as expressly permitted under Article X to be effected without the prior approval of the Board of Representatives, the Transfer of any interest therein; (c) change, in any material respect, in the Company’s operations or business (since the formation of the Company, which for these purposes, shall be the Alloy Business (as defined in the Purchase Agreement) as conducted by West Virginia Alloys, Inc. (“WVA”) immediately prior to the Restructuring Transactions (as defined in the Purchase Agreement) and by the Company immediately prior to the date hereof), including a material change in the products produced by the Company or any other changes that could materially and adversely impact the performance by the Company of its obligations under the Output and Supply Agreement; (d) adoption of the Annual Budget and the related production/scheduling plan in accordance with Section 4.20 and any material amendments thereto or deviations therefrom; (e) merger, acquisition, consolidation or disposition by the Company or any Subsidiary of any businesses, securities or assets with a value in excess of $500,000, individually, or $2,000,000 in the aggregate in any twelve month period, other than (i) as contemplated in the Annual Budget, (ii) the disposition of products produced by the Company in the ordinary course of business pursuant to the Output and Supply Agreement or (iii) the disposition of by-products produced by the Company in the ordinary course of business; (f) sale, transfer or other disposition by the Company or its Subsidiaries (if any) of all or substantially all of its assets or any merger or consolidation or other extraordinary business combination involving the Company or its Subsidiaries (if any); (g) sale, disposition, license, transfer, or encumbrance of any material intellectual property of the Company; (h) incurrence of indebtedne...
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Matters Requiring a Majority Vote of those present: (i) Act on any issue not requiring a unanimous vote and declared by a Board Member to be of importance. (ii) Delegate any responsibility requiring a majority vote of the Board of Governors to the Chairman or Financial Officer. (iii) The addition of a Board Member. (iv) Address disputes between Members under Sections 7.1 and 7.2. (v) Removal of a Coalition/Cluster Member, subject to Section 6.2. (vi) Replacement of a Board Member, subject to Section 2.2. (vii) Authorize the Coalition/Cluster Board Members to engage in Special Activities, pursuant to Section 3.8.
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Related to Matters Requiring

  • BUILDER’S RISK FOR NEW CONSTRUCTION PROJECTS If the project is NEW CONSTRUCTION, then the following provisions apply: (1) The State will require Contractor to purchase and maintain Builder's Risk Insurance. The Contractor shall name the Contractor and the State of Vermont as their interest may occur. Other parties shall be insured as the State may reasonably require. (2) Contractor shall effect and maintain insurance on portions of the work stored off-site, on site and in transit. Boiler & Machinery Insurance may be used in conjunction with this coverage if it is required to meet the testing requirement. (3) Any deductible applicable to loss covered by insurance provided hereunder shall be borne by the Contractor. (4) Except as provided for in (1) above the State and Contractor waive all rights against each other and the Subcontractor, Sub-subcontractors, agents and employees of the other.

  • Submission Requirements Requirement Deliverable (Report Name) Due Date Submission System

  • Matters Requiring Investor Director Approval So long as the holders of Preferred Stock are entitled to elect a Preferred Director, the Company hereby covenants and agrees with the Investors that it shall not, nor shall it permit any subsidiary to, without approval of the Board of Directors, which approval must include the affirmative vote of at least one of the Preferred Directors: (a) make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board of Directors, including at least one of the Preferred Directors; (c) guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board of Directors; (e) incur any aggregate indebtedness in excess of $250,000 that is not already included in a budget approved by the Board of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any director, officer, or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement; transactions resulting in payments to or by the Company in an aggregate amount less than $100,000 per year; or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of Directors; (g) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (h) change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (j) increase the shares of Common Stock reserved for issuance under the Company’s 2015 Stock Incentive Plan or adopt any other equity incentive plan; or (k) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets greater than $250,000.

  • Matters Relating to Collateral 113 5.17 Disclosure.................................................... 114

  • Laws Applicable to Construction The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware as applied to contracts executed in and performed wholly within the State of Delaware, without reference to principles of conflict of laws.