Special Approvals Clause Samples

Special Approvals. With respect to any procurement of goods and works, and any employment of consultants to be financed out of the proceeds of the MAE GEF Trust Fund Grant, any approval of bidding documents or requests of proposals or contracts required under the laws of the Borrower shall be given only by ▇▇▇.

Special Approvals. The prior approval of the Management Committee shall be required for each of the following matters related to the Partnership whether or not the same is provided for in the Business Plan as approved by the Management Committee, such approval to be evidenced either by the affirmative vote of at least 4 of the 5 members of the Management Committee present at a meeting of the Committee, or the prior approval in writing of 4 of the 5 members of the Committee: (i) the acquisition by the Partnership, or the entering into of any agreement binding on the Partnership, for the acquisition of any real property at any time after October 1, 1998, other than from either of the Other Partnerships or as may be required in the reasonable opinion of the General Partner for purposes of development of the then existing Partnership Property, (ii) the sale, assignment, exchange, transfer, or any other disposition or type of conveyance of any real property included in the Partnership Property, by the Partnership to or with any person who is an Affiliate of any of the Limited Partners comprising the Great Gulf Group, or any agreement(s) to do any of the foregoing, in each case other than with either of the Other Partnerships; (iii) the payment of any fee to the General Partner or any of the Limited Partners comprising the Great Gulf Group which has not been previously agreed to by the Allan Group; (iv) the purchase or redemption by the Par▇▇▇▇▇hip of any Partnership Interest. For greater certainty distributions of Net Operating Cash or Net Cash Flow to the Partners provided for elsewhere in this Agreement, including Articles 8 and 9 do not constitute a purchase or redemption of a Partnership Interest; (v) the distribution in kind to the Partners of any assets included in the Partnership Property; (vi) the dissolution of the Partnership and termination of its business; (vii) the termination of the Partnership within the meaning of Section 708(b) of the Code; (viii) the change or reorganization of the Partnership into any other legal form.

Special Approvals. The supplier must deliver the products in accordance with the specifications. Should there be any temporary variations, it is possible request variation approval from BOMATEC. The variation approval must be made in writing and is only permissible for a limited quantity or a limited period of time. It must be granted by BOMATEC in writing. With the variation approval, the supplier’s responsibility (product liability, damage compensation) remains in force. Any additional costs resulting from special approvals shall be borne by the supplier.

Special Approvals. The Corporation shall not, directly or indirectly, take any of the actions specified in Article III, Section A.6(c) of the Certificate without the prior written consent or vote of the Investors holding a majority of the then outstanding shares of Preferred Stock held by Investors, determined in accordance with Article III, Section A.6(a) of the Certificate.

Special Approvals. 0km-PPM field-PPM SAF-HOLLAND (incoming goods inspection department) must be informed immediately of any known defects or errors determined at the supplier’s premises before delivery. Subject to certain conditions, SAF-HOLLAND may after prior consultation grant special approval temporarily in this case. For special approval to be granted, product characteristics such as the functionality and reliability of the product may not be impaired in any way. For approval to be granted, the following data must be provided as a minimum:  Nature of defect  SAF-HOLLAND item no.  Order no.  Serial no., batch no. Or other marking  Photo of the defect where appropriate  No. Of units for which special approval is to be granted  Delivery note where applicable If special approval has been granted, the delivery lots must be marked clearly with the “Special approval” label. This label is to be found on the SAF-HOLLAND homepage under “SUPPLIERS”.

Special Approvals. Notwithstanding anything to the contrary in this Article 3, in addition to any other consent that may be required, the consent of a majority-in-interest of the Common Unitholders shall be required to authorize the following actions: (i) Any material changes to the investment objective of the Company, as initially described in the Company’s Registration Statement on Form 10, as amended from time to time (the “Form 10”); (ii) The entry into any new credit facility or similar documents pursuant to which the Company or its subsidiaries incurs leverage (other than those already approved by the Common Unitholders as of the date of this Agreement); (iii) Any material amendments to credit facility or similar documents pursuant to which the Company or its subsidiaries incurs leverage; (iv) Any changes to the Company’s target leverage ratio from that described in the Form 10; (v) The listing of the Common Units (or any other securities issued by the Company) on any national securities exchange; and (vi) Material changes to the Company’s use of financial instruments for hedging purposes from that as initially disclosed in the Form 10.

Special Approvals. Notwithstanding the general authority of the Managers under Section 6.1, the following matters shall, except as provided in (l) below, require the approval of (i) a majority of the Managers appointed by Molex, and (ii) a majority of the Managers appointed by S▇▇▇▇▇▇▇: (a) any restatement, amendment, supplement or repeal of this Agreement or the Bylaws; (b) any merger or consolidation of or involving the Company; (c) any lease, sale, exchange, conveyance, or other transfer or disposition of all, or substantially all, of the assets of the Company; (d) a change of the name of the Company; (e) engaging in a business other than as provided for by this Agreement; (f) payment of distributions to the Members (other than those provided for in Section 5.12(b) and except in connection with the Dissolution and winding up of the Company); (g) the contribution of additional capital by any Member to the Company (other than as provided for in Article IV); (h) the assignment of any of the property of the Company in trust for the benefit of creditors, or the making or filing, or acquiescence in the making or filing by any other person, of a petition or other action requesting the reorganization or liquidation of the Company under the Bankruptcy Laws; (i) the issuance of any additional Interests or, except as otherwise provided in Article IX in connection with the transfer of an Interest, the admission of additional or substituted Members; (j) any transaction between the Company and any Member or a Related Company of any Member; (k) production by or on behalf of the Company of component parts which are available from either S▇▇▇▇▇▇▇ or Molex; (l) purchase by or on behalf of the Company of component parts from suppliers other than S▇▇▇▇▇▇▇ or Molex, provided, however, that if, except as permitted by the applicable Supply Agreement, either Member is unable to consistently supply to the Company component parts which both (i) meet the Company's specifications within 180 days following notice by the Company and (ii) are available in such quantities as the Company shall request within 180 days following notice by the Company (such quantities so requested to be consistent with the forecast of estimated requirements provided pursuant to the applicable Supply Agreement), then a majority of the Managers appointed by the other Member shall have the sole power to approve and direct the purchase by or on behalf of the Company of component parts from suppliers other than S▇▇▇▇▇▇▇ or Molex...

Special Approvals. No action shall be taken in regard to any of the following matters except with the prior express approval of the Shareholders who hold not less than two-thirds (66.67%) of the then issued and outstanding Voting Shares expressed by a resolution passed at a meeting of the Shareholders or signed in writing by all such Shareholders and any other consent or consents required by law by the holders of a class of shares voting separately and as a class: (a) any amalgamation of the Corporation with any other legal entity including but not limited to T&T; (b) any decision involving the restoration, renovation, sub-letting or termination of the lease with respect to the premises located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the consent of Viking not to be unreasonably withheld; and (c) any dissolution, liquidation, or winding-up of the Corporation or other distribution of the assets of the Corporation for the purpose of winding-up its affairs, whether voluntary or involuntary, except where such dissolution, liquidation, or winding-up or other distribution is done voluntarily by the Corporation in order to reorganize its corporate structure, provided that the Board determines (without inquiring into or giving effect to the personal circumstances of any individual Shareholder) that the interests of no one Shareholder shall be disproportionately adversely affected vis-à-vis the interests of any other Shareholder by such reorganization.

Special Approvals. Without the consent of 60% in economic interest of the Notes, while the Notes are outstanding, the Company will not (1) pay dividends on any class of its shares of common stock or any class of its preferred stock (except stock dividends to holders of its preferred stock) or (2) issue any securities or incur any indebtedness except for commercial bank and institutional lender financings and equipment leases ranking equivalent or senior to the Notes.