Actions Requiring Member and Board Approval Sample Clauses

Actions Requiring Member and Board Approval. Notwithstanding anything to the contrary in this Agreement and without limiting the authority of either the Members or the Board of Governors, the following Company actions must be approved by both the affirmative vote of Members owning a majority of the Voting Interests at a duly held meeting of the Members and the affirmative vote of a majority of the Governors present at a duly held meeting of the Board of Governors: (a) mergers or consolidations involving the Company, (b) sale or liquidation of substantially all of the assets of the Company, (c) amendment of the Articles of Organization or Operating Agreement of the Company, (d) dissolution of the Company as provided in Section 10.1(a), (e) approval of the strategic plan of the Company and any amendments thereto, which plan shall include, but need not be limited to, product mix, primary customers, marketing plans, pricing/margin expectations, and capitalization plans, (f) the approval of new Members as provided in Section 4.3, and (g) the approval of loans to the Company by Members as provided in Section 4.8. A vote on any of the foregoing actions may take place at a meeting of the Board or Members only if the notice of such meeting includes specific notice of the action to be considered.
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Related to Actions Requiring Member and Board Approval

  • Company Board Approval The Company Board has unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth herein; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger upon the terms and conditions set forth herein; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement and approve the Merger in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof.

  • 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 each of the Investors that it shall not, without approval of the Board of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors:

  • Board Approval No reimbursement shall be paid to the Investment Adviser pursuant to this provision in any fiscal year, unless the Trust's Board of Trustees has determined that the payment of such reimbursement is appropriate in light of the terms of this Agreement. The Trust's Board of Trustees shall determine quarterly in advance whether any portion of the Reimbursement Amount may be paid to the Investment Adviser in such quarter.

  • Voting Provisions Regarding Board of Directors 1.1 For purposes of this Agreement, the term “

  • Member Approval No annual or regular meetings of the Members are required to be held. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act. In any instance in which the approval of the Members is required under this Agreement, such approval may be obtained in any manner permitted by the Act. Unless otherwise provided in this Agreement, approval of the Members shall mean the approval of Members who hold a majority of the Membership Interests.

  • Removal from any Boards and Positions Upon Executive’s termination of employment for any reason under this Agreement, Executive shall be deemed to resign (i) if a member, from the Board and the board of directors of any Affiliate and any other board to which Executive has been appointed or nominated by or on behalf of the Company or an Affiliate, (ii) from each position with the Company and any Affiliate, including as an officer of the Company or an Affiliate and (iii) as a fiduciary of any employee benefit plan of the Company and any Affiliate.

  • Company Board Section 2.3(a)........... 9

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Major Decisions (a) any proposed or actual foreclosure upon or comparable conversion of the ownership of the Property or the exercise of any other remedies with respect to the Loan;

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

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