ACTIONS REQUIRING SUPERMAJORITY APPROVAL Sample Clauses

ACTIONS REQUIRING SUPERMAJORITY APPROVAL. Notwithstanding anything to the contrary in this Agreement but subject to Section 4.11, neither the Company nor any Subsidiary thereof nor any officer or agent of the Company or its respective Subsidiaries shall take any of the actions described in this Section 2.06(c) without the affirmative vote of at least seventy five percent (75%) of the number of votes represented by the Managers (excluding any vacancies); provided, however that the actions described in clauses (v), (vi) and (xv) below shall not be taken by the Company or any Subsidiary thereof (nor any officer or agent of the Company or its respective Subsidiaries) without the unanimous vote of the Managers:
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ACTIONS REQUIRING SUPERMAJORITY APPROVAL. Without the prior vote or written consent of the holders of a majority of the Series D Preferred Stock (each a "Consent"), the Company shall not take and shall not permit any Subsidiary to take any of the following actions:
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ACTIONS REQUIRING SUPERMAJORITY APPROVAL. (i) Notwithstanding anything in this Agreement to the contrary, but subject to Section 6.1(h), the Company shall not take, and none of the Board, the General Manager or any Officer may take or cause the Company or any Company Subsidiary to take, any of the actions set forth in Exhibit 6 without first having obtained the prior written approval (which approval may be given by email) of (A) those Managers representing at least Majority Approval and (B) at least one Manager appointed by each Class A Member (such approval satisfying clauses (A) and (B), “Supermajority Approval”).
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ACTIONS REQUIRING SUPERMAJORITY APPROVAL. Notwithstanding any other provision in this Operating Agreement to the contrary, every act or decision outside the ordinary course of business shall require the approval of a Supermajority of the Directors. For purposes of this Operating Agreement, "outside the ordinary course of business" shall mean acts or decisions regarding matters of a type (as opposed to matters involving an amount) that is not consistent with those normally expected to be addressed in directing and carrying out the purposes of the Company as set forth in Section 3.1, regardless of whether the events or transactions that would necessitate such decisions are expected to occur in the near term or in the long term. Operation of the Company in any way inconsistent with the Current Content Plan is considered "outside the ordinary course of business" for purposes hereof. In addition, the following shall require the approval of a Supermajority of the Directors:
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ACTIONS REQUIRING SUPERMAJORITY APPROVAL. Notwithstanding Section 5.1(a), without SuperMajority Approval, neither the Company nor the Partnership (it being understood and agreed that this Section 5.1(e) shall apply mutatis mutandis to any action proposed to be taken by the Company in its capacity as general partner of the Partnership) shall be authorized to:
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ACTIONS REQUIRING SUPERMAJORITY APPROVAL. Other than any Qualified Acquisition Transaction or Qualified Disposition Transaction (as to which only the prior vote or written consent of a majority of the members of the Board shall be required by reason of this Agreement), without the prior vote or written consent of not less than three-quarters of the members of the Board the Company shall not take and shall not permit any Subsidiary to take any of the following actions:
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ACTIONS REQUIRING SUPERMAJORITY APPROVAL. The following actions shall require the approval of 75% of the members of the Board of Directors (each such action shall be referenced as a "Supermajority Matter" and collectively as the "Supermajority Matters"):
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ACTIONS REQUIRING SUPERMAJORITY APPROVAL. (a) Notwithstanding anything in this Agreement to the contrary, approval of a majority of the Board, including at least one Tiger Director so long as the Tiger Member has the right to appoint a Tiger Director under Section 6.01(b) (a “Supermajority of the Board”), will be required to authorize the Company to take any of the following actions:
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Related to ACTIONS REQUIRING SUPERMAJORITY APPROVAL

  • Board Approval; Vote Required The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (b) approved this Agreement and the Merger and declared their advisability, and (c) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company Stockholder Approval”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions. The Written Consent, if executed and delivered, would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company would then be necessary to adopt this Agreement and approve the Transactions.

  • 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:

  • 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.

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

  • Approval Order The Bankruptcy Court shall have entered the Approval Order and such Order shall be a Final Order.

  • Super-Majority Amendments Notwithstanding Section 9.1, any alteration or amendment to this ‎Section 9.2 or Section 5.2 that (i) affects the Members disproportionately or (ii) materially and adversely affects the rights of the Members, will require the affirmative vote or consent of the Manager and the holders of Outstanding Common Shares of the Company representing at least two-thirds of the total votes that may be cast by all such Outstanding Common Shares, voting together as a single class.

  • 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

  • Required Approval Any indemnification under this Article shall be made by the Trust if authorized in the specific case on a determination that indemnification of the Agent is proper in the circumstances by (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Agent was not liable by reason of Disqualifying Conduct (including, but not limited to, dismissal of either a court action or an administrative proceeding against the Agent for insufficiency of evidence of any Disqualifying Conduct) or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Agent was not liable by reason of Disqualifying Conduct, by (1) the vote of a majority of a quorum of the Trustees who are not (x) “interested persons” of the Trust as defined in Section 2(a)(19) of the 1940 Act, (y) parties to the proceeding, or (z) parties who have any economic or other interest in connection with such specific case (the “disinterested, non-party Trustees”); or (2) by independent legal counsel in a written opinion.

  • Requisite Approvals Upon execution of this Agreement, it will have taken all necessary actions pursuant to its articles of incorporation, by-laws and other governing documents to fully authorize (i) the execution and delivery of this Agreement and any transaction documents related to this Agreement; and (ii) the consummation of the transaction contemplated by this Agreement.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

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