Actions Requiring Majority Approval Sample Clauses

Actions Requiring Majority Approval. The Parties shall each make good faith efforts to reach unanimous decisions relating to the exercise by the TCM Group (or any of the Parties) of any of the following rights granted to the TCM Group in the Registration Rights Agreement. Notwithstanding the immediately preceding sentence, the exercise of such rights, in the absence of such a unanimous decision by the Parties, shall only require the prior written consent of Parties holding a majority in interest of XM Securities: (i) the exercise of the Demand Registration rights provided for in Section 2.1 of the Registration Rights Agreement; or (ii) except as set forth in Section 2(c) below, the taking of any material actions or decisions (e.g. selection of underwriters) under the Registration Rights Agreement.
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Actions Requiring Majority Approval. Notwithstanding any other provision of this Agreement, other than Subsections 6.4(h), 6.5(c) and 6.5(d), the General Partner shall not have authority to do any of the following without the prior approval of any four (4)
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Actions Requiring Majority Approval. 13 4.2.2. Actions Requiring Unanimous Approval or an Affected Member's Approval.......................14 4.2.3. No Other Approval Rights............................14 4.3. Officers of the Company........................................14 4.4. Execution of Documents.........................................14 4.5. Members Not Agents.............................................14 4.6.
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Actions Requiring Majority Approval. Notwithstanding Section 4.1, neither the Manager nor the Company may enter into or conduct any of the following transactions without the consent of a Majority of the Members: 4.2.1.1. admit a Person as a Member except as provided in this Agreement; 4.2.1.2. amend this Agreement (subject to Section 4.2.2); 4.2.1.3. approve a merger or consolidation of the Company with another Person; 4.2.1.4. change the status of the Company from one in which management of the Company is vested in the Manager to one in which management of the Company is vested in the Members; 4.2.1.5. modify, compromise or release the amount and character of the Contributions which a Member is required to make or promises to make hereunder; 4.2.1.6. assign the Company's property in trust for creditors or on the assignee's promise to pay the Debts of the Company; 4.2.1.7. dispose of the goodwill of the Company's business; 4.2.1.8. do any act which would make it impossible to carry on the ordinary business of the Company; 4.2.1.9. confess a judgment against the Company; 4.2.1.10. sell, convey, assign, exchange or otherwise dispose of all or substantially all of the Company's property (provided that this Section 4.2.1.10 does not apply to the grant of a Lien nor does it apply to any transfer of assets to any Subsidiary nor to the sale of any investment securities); 4.2.1.11. borrow money in the name of the Company or issue evidences of indebtedness of the Company, in each case in excess of $100,000, or refinance, recast, modify or extend the same, or secure the same by mortgage, deed of trust, pledge or other Lien; 4.2.1.12. commit to make, or make, any Capital Expenditure during any Fiscal Year and not included in the Budget for that Fiscal Year in excess of $25,000; 4.2.1.13. possess any property of the Company, or assign the rights of the Company in specific property, for other than a Company purpose; or 4.2.1.14. cause the Company to enter into one or more transactions with a Member (other than in its capacity as a Member) or the Manager (other than in his capacity as the Manager) or an Affiliate of a Member or an Affiliate of the Manager except as otherwise specifically permitted hereunder.
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Actions Requiring Majority Approval. Notwithstanding any other provision of this Agreement, other than Subsections 6.4(h), 6.5(c) and 6.5(d), the General Partner shall not have authority to do any of the following without the prior approval of any four (4) 45 members of the Advisory Committee, obtained in accordance with Subsections 6.4(b) and 6.4(c) (“Majority Approval”): (i) adopt the annual budget and business plan of the Partnership Group; (ii) materially change the Partnership’s policies relating to credit approval levels; (iii) appoint the senior officers of the Partnership; (iv) subject to Subsection 6.7(c) below, cause the Partnership Group to make any Acquisitions which collectively (in respect of all such Acquisitions) have an enterprise value in excess of $10,000,000 but not in excess of $100,000,000 (in the aggregate) during any Partnership Year; (v) raise equity capital solely through a capital call in accordance with Section 3.1 that satisfies the Capital Call Conditions (including any adjustment to the Percentage Interest of the Partners in connection therewith), and/or issue limited Partnership Interests to satisfy any Remaining Capital Call Deficiency in respect of such capital call; (vi) declare or cause the Partnership to make any Discretionary Distributions to its Partners pursuant to Subsection 5.1(c) that require Majority Approval; or declare or pay any dividend on or make any distribution on or purchase, redeem or otherwise acquire or retire for value any of the equity interests of any Subsidiary of the Partnership held by Persons other than the Partnership or any of the Partnership’s wholly owned Subsidiaries except for pro rata payments to all holders of the equity interests of any such Subsidiary; (vii) engage a new independent auditing firm, to the extent Majority Approval thereof is required pursuant to Subsection 6.4(g); or (viii) change the accounting methods and conventions to be used in, or any other method or procedure related to, the preparation of the Returns, and make any and all elections under the tax Laws of any jurisdiction as to the treatment of items of income, gain, loss, deduction and credit of the Partnership or file a Form 8832 - Entity Classification Election or in any other manner make or change an election under U.S. Treasury Regulations Section 301.7701-3(c)(1) or successor regulations to have the Partnership taxed as anything other than as a partnership for federal tax purpose, except as any such action may be prohibited, limited or condition...
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Actions Requiring Majority Approval. (a) The following actions require approval by a Majority in Interest: (i) any Significant Event or Significant Matter; and (ii) any other matter that a Majority in Interest or the Manager determines shall require majority approval.
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Actions Requiring Majority Approval. Section 6.4.
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Actions Requiring Majority Approval. Without limiting the generality of Section 5.1 or the obligation of the Board of Directors to operate the Company in accordance with the Operating Plan as set forth in Section 5.2, the Members desire to affirmatively set forth certain actions which may be taken by a majority of the Board of Directors without further consent of or action by the Members, including: (a) Election of a Chairman of the Board of Directors; (b) Appointment or removal of any officers of the Company; and (c) Causing the Company to convert, by merger or otherwise, into a Code Subchapter C Corporation or any other type of entity.
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Related to Actions Requiring Majority Approval

  • Unanimous Consent Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) subject the Lenders to any additional obligations or increase the commitment of any Lender; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations of Borrower or Guarantor; (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.

  • HSR Approval The applicable waiting period under the HSR Act shall have expired or been terminated.

  • Requisite Approvals Upon execution of this Agreement, it will have taken all necessary actions pursuant to its governing documents or other legally sufficient means to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto, and the consummation of the transactions contemplated hereby and thereby.

  • Approval by the Board Notwithstanding the foregoing, the Advisor may not take any action on behalf of the Company without the prior approval of the Board or duly authorized committees thereof if the Charter or Maryland General Corporation Law require the prior approval of the Board. If the Board or a committee of the Board must approve a proposed investment, financing or disposition or chooses to do so, the Advisor will deliver to the Board or committee, as applicable, all documents required by it to evaluate such investment, financing or disposition.

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

  • Board Approval; Vote Required (a) The BCAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

  • Agency Approval The Servicer has been approved by FNMA or FHLMC and will remain approved as an "eligible seller/servicer" of conventional, residential mortgage loans as provided in FNMA or FHLMC guidelines and in good standing. The Servicer has not received any notification from FNMA or FHLMC that the Servicer is not in compliance with the requirements of the approved seller/servicer status or that such agencies have threatened the servicer with revocation of its approved seller/servicer status.

  • Authorization, Approval, etc No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required either (a) for the pledge by the Pledgor of any Collateral pursuant to this Pledge Agreement or for the execution, delivery, and performance of this Pledge Agreement by the Pledgor, or (b) for the exercise by the Collateral Agent of the voting or other rights provided for in this Pledge Agreement, or, except with respect to any Pledged Shares, as may be required in connection with a disposition of such Pledged Shares by laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Pledge Agreement.

  • Matters Requiring Investor Director Approval So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to 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, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), 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; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, 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; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any stockholder, director or officer 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 or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof.

  • City Approval All labor, materials, tools, equipment, and services shall be furnished and work performed and completed subject to the approval of City or its authorized representatives, and the quality of the workmanship shall be guaranteed for one year from date of acceptance.

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