Common use of Significant Actions Clause in Contracts

Significant Actions. Notwithstanding the provisions of the -------------------- By-Laws or the authority which may appear to have been granted to or vested in the officers of the Corporation, the Corporation shall not have to power, and no officer of the corporation shall cause the Corporation, to act in respect of the following matters without the consent of the Board of Directors: (a) the issuance, sale or other disposition by the Corporation of any debt or equity securities or similar interests in the Corporation except pursuant to the 1997 Stock Option Plan No. 1, the 1997 Stock Option Plan No. 2 and the 1997 Phantom Stock Plan; (b) the sale, lease or transfer of a material portion of the assets of the Corporation or the sale, transfer or assignment of any material governmental permit or license relating to the business of the Corporation; (c) the adoption of operating, capital or other budgets; (d) the modification to any then-current, approved budget, or the approval of any expenditure in excess of amounts previously included in a then-current, approved budget; (e) causing the Corporation to (i) guarantee or otherwise become liable for the indebtedness of any other person, (ii) extend credit (other than in the ordinary course of business) to any person, (iii) incur any indebtedness (other than trade payables incurred in the ordinary course of business and as contemplated in any then-current, approved budget) or (iv) pledge, encumber or create any lien upon or in any of the assets of the Corporation; (f) the employment of management personnel or the discharge or material modification of the terms of employment or duties of any such personal; (g) the authorization or payment of any compensation to any employee of the Corporation or any other person engaged by the Corporation if the expected annual compensation payable to such employee or other person would exceed $100,000; (h) the authorization, approval or execution of any contract or other agreement on behalf of the Corporation under which the Corporation would be obligated for amounts in excess of $500,000; (i) the authorization or payment of any bonus to any employee of the Corporation or any other person engaged by the Corporation; (j) any change to the Corporation's then-existing employee benefit plans; or (k) the approval of any transaction with a Person which is an Affiliate of any Shareholder on terms less advantageous to the Corporation than those which would be available from an unrelated party. For purposes hereof, the term "Affiliate" means, with respect to any Shareholder, any individual or entity directly or indirectly controlling, controlled by or under common control with such Shareholder, and such term shall include any individual who is an officer, director or employee of such Shareholder or any Affiliate of such entity. As used in the immediately preceding sentence, the term "control" means, with respect to an entity, the right to exercise, directly or indirectly, a majority of the voting rights attributable to such entity, and the term "majority" means more than fifty percent (50%).