Actions Requiring Shareholder Approval. In addition to any approvals required under Sections 2.06(a) and 2.06(b) and any approvals required under applicable law, (x) any merger or consolidation of the Company with or into any Person, other than a wholly-owned Subsidiary, or of any other Subsidiary with or into any Person other than the Company or any other wholly-owned Subsidiary, or (y) any sale of any Subsidiary or any significant operations of the Company or any Subsidiary or any acquisition or disposition of assets, business, operations or securities by the Company or any Subsidiary (in a single transaction or a series of related transactions) having a value in each case in this clause (y) in excess of $25,000,000, will require the affirmative approval of at least 50% of the Voting Stock held by the Non-Nextel Shareholders.
Actions Requiring Shareholder Approval. Notwithstanding anything to the contrary in this Common Stock Purchase Warrant, the Company shall not engage in any transaction covered by this Section 7 which will cause or be deemed to result in an adjustment of the Exercise Price to an amount less than the market closing price of the Common Stock of the Company on the Original Issue Date, unless and until the Company shall have sought and obtained the approval of the shareholders of the Company (pursuant to a proxy solicitation conforming to SEC proxy rules) of the original issuance of Shares of Common Stock and Warrants under the Subscription Agreement for Common Stock and Warrants dated as of October 26, 2000 by and between the Company and Ericsson and all the Warrants issued hereunder.
Actions Requiring Shareholder Approval. In addition to specific requirements for Shareholder action elsewhere in this Operating Agreement,
(a) The Shareholders hall have the right, by the affirmative vote of Shareholders holding at least a majority of the Shares held by Shareholders to approve the (I) sale, exchange, or other disposition if all, or substantially all, of the Company's assets (other than in the ordinary course of the Company's business) which is to occur as part of a single transaction or plan, (ii) any merger of the Company into another Person, if the Company shall not be the survivor of the Merger and (iii) election of Managers to the Board of Managers.
(b) The Shareholders hall have the right, by the affirmative vote of Shareholders holding at least a majority of the Shares held by Shareholders to approve the (I) amendment of the Operating Agreement (other than an amendment to reflect the designation by the Board of Managers of any special class or series of authorized but unissued Shares pursuant to the authority granted to the Board of Managers pursuant to Section 4.8(I) hereof) and (ii) admission of new Shareholders as provided in Article 14 hereof.
Actions Requiring Shareholder Approval. In addition to specific requirements for Shareholder action specified elsewhere in this Operating Agreement.
(a) The Shareholders shall have the right, by the affirmative vote of Shareholders holding at least a majority of the Shares held by Shareholders to approve (i) the sale, exchange, or other disposition of all, or substantially all, of the Company’s assets (other than in the ordinary course of the Company’s business) which is to occur as part of a single transaction or plan, (ii) any merger of the Company into another Person, if the Company shall not be the survivor of the Merger and (iii) (except as otherwise provided in Section 5.2 above) election of Managers to the Board of Managers.
(b) Except as otherwise provided in Section 5.2 above, the Shareholders shall have the right, by the affirmative vote of Shareholders holding at least a majority of the Shares held by Shareholders to approve the (i) amendment of the Operating Agreement (other than an amendment to reflect the designation by the Board of Managers of any special class or series of authorized but unissued Shares pursuant to the authority granted to the Board of Managers pursuant to Section 5.8(1) hereof) and (ii) admission of new Shareholders as provided in Article 14 hereof.
Actions Requiring Shareholder Approval. 19 Section 2.08. Subsidiary Governance.........................................19 Section 2.09. Conflicting Charter or Bylaw Provisions.......................19 Section 2.10. Initial Capitalization........................................19 Section 2.11. Stock Options.................................................20
Actions Requiring Shareholder Approval. The Company shall not do any of the following without the prior approval of Investors holding 66 2/3% of the Shares: (i) engage in, or participate in, or facilitate, any transaction or enter into any agreement, contract or arrangement for the distribution of the Company's securities to the public except in connection with a Qualified Public Offering, (ii) assist in or facilitate or recognize any transaction or series of transactions if, as a result of such transaction or series of transactions, any shareholder of the Company would own, either directly or indirectly, more than 49% of the Company's authorized share capital (calculated either by ownership percentage or voting power), or (iii) take any action, other than in connection with a Qualified Public Offering, that would result in the Company becoming a reporting company under the Securities Exchange Act of 1934, as amended.
Actions Requiring Shareholder Approval. None of the following actions or modifications to the Company or its charter may be made without the approval of holders of registered capital of the Company possessing at least 2/3rds of the voting power of the Company:
(1) Modification of Company charter, including any increase or decrease of registered capital; or
(2) Merger, spin-off, purchase and sale of the Company or substantially all of its assets, liquidation, bankruptcy, dissolution of the Company.
Actions Requiring Shareholder Approval. In addition to any approvals required under Sections 2.06(a) and 2.06(b) and any approvals required under applicable law, (x) any merger or consolidation of the Company with or into any Person, other than a wholly-owned Subsidiary, or of any other Subsidiary with or into any Person other than the Company or any other wholly-owned Subsidiary, or (y) any sale of any Subsidiary or any significant operations of the Company or any Subsidiary or any acquisition or disposition of assets, business, operations or securities by the Company or any Subsidiary (in a single transaction or a series of related transactions) having a value in each case in this clause (y) in excess of $25,000,000, will require the affirmative approval of at least 50% of the Voting Stock held by the Non-Nextel Shareholders; and (z) any amendment to the Company’s Bylaws that has been proposed and approved by the Company’s Board of Directors (other than those amendments specifically set forth below and any amendments that are approved by the stockholders of the Company) shall require the affirmative approval of at least 50% of the Voting Stock held by the Shareholders. The parties agree that the following amendments to the Bylaws shall not require further approval under this Section 2.07: • granting the Company the authority to communicate with stockholders electronically and to hold stockholder meetings by means of remote communication; • fixing the number of directors at seven, unless modified by approval of a supermajority of the directors then in office; • providing that only the Company’s chief executive officer or a majority of the board of directors may call or propose matters to be discussed at a special meeting of stockholders; • requiring stockholders to provide 90 days advance notice and to comply with certain other procedural requirements when bringing matters before the annual stockholders’ meeting; • granting the board of directors broad authority to designate officers and their powers and duties, and eliminating the specific powers and duties for each officer previously enumerated in the Bylaws; and • adopting procedures applicable to all stockholder meetings, including granting the meeting’s presiding officer the authority to govern and/or adjourn the meeting.
Actions Requiring Shareholder Approval. In addition to and not in contravention of any rights which a Shareholder may have under the Company Statutes or applicable laws, Ets. Brancher shall be prohibited from taking any of the following actions without first obtaining the express written consent of the Shareholders:
(i) engaging in any increase of capital such that the percentage of Brancher ownership of the Ets. Brancher is less than Twenty Five Percent (25%) of the Ets. Brancher's outstanding shares unless Brancher either by election under SECTION 2.2.H. or otherwise under the terms of the Amended Venture Agreement reduces its ownership of the Ets. Brancher to less than Twenty-five Percent (25%) of the outstanding shares of the Ets. Brancher;
(ii) changing in any material way the purpose of Ets. Brancher; and
(iii) dissolving the Ets. Brancher.
Actions Requiring Shareholder Approval. Regardless of what is provided for -------------------------------------- in Delaware law, GSI's Certificate of Incorporation or GSI's By-Laws, GSI cannot take the following actions without prior written approval of Xxxxx plus, at a minimum, two other stockholders:
a. authorization of additional shares, except for a public offering of stock, which shall require only the prior written approval of a majority of the shares, b. termination of GSI's S Corporation status,
c. buying or selling any business segment that has a value in excess of $250,000, except for the sale of all or substantially all of the business or assets of GSI, which shall require only the prior written approval of a majority of the shares.
d. the adoption or approval of a stock option or equity based incentive plan for the benefit of employees of GSI, and
e. an amendment to GSI's Certificate of Incorporation or By-Laws.
