Matters Requiring Unanimous Consent Clause Samples

Matters Requiring Unanimous Consent. Notwithstanding the terms of Section 10.1(a), no amendment or waiver of any provision of this Agreement or any other Loan Document, no agreement to forebear from acting upon any departure by Borrower therefrom, and no consent with respect to any departure by Borrower therefrom, shall be effective to do any of the following, unless the same is in writing and signed by all the Lenders: (i) change the Commitment of any Lender (other than ratable changes as contemplated by this Agreement; (ii) postpone or delay any date fixed for any payment of principal, interest, fees or other amounts due hereunder or under any Loan Document whether by acceleration or otherwise; (iii) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any Loan Document; (iv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans required for the Lenders or any of them to take any action hereunder; (v) amend or waive Section 2.1(a)(iv) (Extension of Revolver Maturity Date; Conversion), Section 2.13 (Unencumbered Asset Pool; Additions, Substitutions and Exclusions of Properties), Section 2.15 (Sharing of Payments, Etc.), Section 3.1 (Taxes), Section 3.2 (Illegality), Section 3.3 (Increased Costs and Reduction of Return), Section 4.3 (Conversion Conditions), Section 6.10 (Use of Proceeds), Section 7.16 (Financial Covenants), Section 8.2 (Remedies), Section 10.15 (Governing Law and Jurisdiction) or this Section 10.1 (or the related definitions thereto); (vi) release any guarantor from liability under the REIT Guaranty Documents.

Matters Requiring Unanimous Consent. Notwithstanding anything in this Agreement to the contrary, the Management Committee will have no power to act in any of the following matters except by the unanimous consent of the Joint Venture Parties: (a) subject to clause 16, the sale or transfer of any Joint Venture Property other than in the ordinary course of business; (b) the expansion of Exploration outside the area the subject of the Property; (c) unless included in a budget, decisions to incur any indebtedness for borrowed money on behalf of the Joint Venture in relation to the Property, other than credit of less than $25,000 obtained in the ordinary course of business for the acquisition of goods and/or services; and

Matters Requiring Unanimous Consent. Notwithstanding anything to the contrary contained in this Agreement, the consent of both Bloom Energy and SK shall be required for each of the actions of the JV Company listed in Schedule 3. Without limiting the generality of the foregoing, the Members and the JV Company shall take all necessary actions to implement the foregoing, including but not limited to, effecting any amendments to the Articles of Incorporation and other constitutional documents of the JV Company, to ensure that the affirmative vote of both Bloom Energy and SK at a General Meeting is required to adopt any of the items set out in Schedule 3.

Matters Requiring Unanimous Consent. Notwithstanding anything to the contrary contained in this Agreement, the consent of all Members shall be required for each of the following actions of the JV Company:

Matters Requiring Unanimous Consent. Notwithstanding anything to the contrary contained in this Agreement, the consent of each JV Partner is required for all actions of the JV Company listed in Schedule 2, provided that if a JV Partner’s Contribution Percentage is less than 20%, then their consent shall not be required for items (a), (b), (d) (other than in respect of the JV Transaction Documents), (g), (i) or (j) in Schedule 2. Without limiting the generality of the foregoing, the JV Partners and the JV Company shall take all necessary actions to implement the foregoing, including but not limited to, effecting any amendments to the JV Company Constitution and any other organizational documents of the JV Company, to ensure that the affirmative vote of each JV Partner is required for all actions of the JV Company listed in Schedule 2, provided that if a JV Partner’s Contribution Percentage is less than 20%, then their consent shall not be required for items (a), (b), (d) (other than in respect of the JV Transaction Documents), (g), (i) or (j) in Schedule 2. If such JV Partners cannot come to a unanimous decision at a General Meeting with regard to any of the items set out in Schedule 2, the Board Chairperson shall promptly refer such matter to such JV Partners, who shall attempt to resolve such matter within a period of thirty (30) days following the referral to them of such matter. If such deadlock is not resolved during such period, the Board Chairperson shall promptly refer such matter in writing to the senior management of each such JV Partner for resolution in good faith. If the senior management of such JV Partners cannot reach an agreement with respect to such matter within a period of thirty (30) days following the referral to them of the issue subject to a deadlock, such deadlocked matter will not be approved. Any written referrals to the JV Partners (or their senior management, as applicable) in accordance with this Section 10.5 shall include a statement that a deadlock has been reached under this Section 10.5, a brief description of the matter in dispute, each such JV Partner’s position with respect thereto and the period set forth for resolving such deadlock under this Section 10.5.

Matters Requiring Unanimous Consent. Except (a) prior to the Facility A Refinancing Date, with the prior written consent of all of the Lenders, or (b) on or after the Facility A Refinancing Date but prior to the Changeover Date, with the prior written consent of all of the 2004 Lenders, or (c) on or after the Changeover Date, with the prior written consent of all of the Senior Hedging Banks and all of the High Yield Hedging Banks, the Security Agent shall not have authority:

Matters Requiring Unanimous Consent. Except (a) prior to the Changeover Date, with the prior written consent of all of the Lenders, or (b) on or after the Changeover Date, with the prior written consent of all of the High Yield Hedging Banks, the Security Agent shall not have authority on behalf of the Beneficiaries: (a) to agree with any Charging Entity any amendment or waiver that has the effect of changing or which relates to: (i) (prior to the Changeover Date only) any of the items set out in Clause 25.2(a) (Exceptions) of the New Facility Agreement; and (ii) (on or following the Changeover Date) (b)an extension to the date of payment of any amount of principal or interest payable under any Security Agent Security Document, (c)this Clause 2.5, (d)the definition of Majority Hedging Banks or (e)a change to any provision of any Security Agent Security Document which expressly requires the consent of all the High Yield Hedging Banks; or

Matters Requiring Unanimous Consent. Except (a) prior to the Changeover Date, with the prior written consent of all of the Lenders, or (b) on or after the Changeover Date, with the prior written consent of all of the High Yield Hedging Banks, the Security Agent shall not have authority on behalf of the Beneficiaries:

Matters Requiring Unanimous Consent. Notwithstanding any ------------------------------------- other provision herein and except in instances where such Partner or its representative or alternate is excluded from participating in such determination or the Management Committee by other provisions of this Agreement, the express consent of each Partner acting through its representative or alternate on the Management Committee shall be required in connection with the following matters: (a) any increase in the amount of the Initial Commitment as set forth in Section 3.2(b); (b) any of the following matters to the extent not included in the Initial Budget: (i) construction of any pipeline costing in excess of $75,000,000, (ii) any proposed action (other than construction of pipelines) that would cost in excess of $50,000,000, and (iii) any individual well program costing in excess of $25,000,000; provided, however, that the foregoing shall not apply to any operation which a Partner reasonably determines is necessary in order to (1) preserve, maintain or continue a Hydrocarbon Interest owned by the Partnership in force and effect, earn or preserve farmout, option or similar contractual rights then owned by the Partnership, or prevent the reversion (or required reassignment) of all or part of a Hydrocarbon Interest owned by the Partnership to a third party, (2) maintain a unitized area or any portion thereof in which the Partnership owns a Hydrocarbon Interest in force and effect, or (3) comply with an order issued by a regulatory body having jurisdiction with respect to a Hydrocarbon Interest, failing which rights of the Partnership with respect to such Hydrocarbon Interest would terminate (an operation will be deemed necessary for the purposes of clauses (1), (2) and (3) above if it is proposed by a Partner within the last twelve (12) months on the primary term of a Hydrocarbon Interest or within twelve (12) months of the date such operation is required to be commenced in order to earn, preserve or maintain or to prevent the reversion, reassignment or termination of such Hydrocarbon Interest, a unitized area or part thereof, or rights of the Partnership relating to a Hydrocarbon Interest); (c) the assignment of the Partnership Assets in trust for creditors or on the assignee's promise to pay the debts of the Partnership; (d) any act which will make it impossible to carry on the ordinary business of the Partnership; (e) the amendment of this Agreement; (f) the contribution of any property (other tha...