By Voting Members Sample Clauses

By Voting Members. Notwithstanding the terms of Section 2.04(a) (but subject to the last sentence of this Section 7.01(a)), each Voting Member (the “Implementing Member”) that is not in Material Default shall have the unilateral right, power and authority from time-to-time after the three (3) year anniversary of the acquisition of the Campus by the Campus Subsidiary (the “Lockout Date”) to elect to require the Company to cause the Campus Subsidiary to market and sell, in bulk, either (i) the entire Broadcom Property, (ii) the entire Spec Property, or (iii) the entire portion of the Campus then owned by the Campus Subsidiary (the “Remaining Campus Property”). For purposes of applying this Article VII, any portion of the Campus that is owned by the Additional Subsidiary on the date the provisions of this Section 7.01 are implemented shall be deemed to be owned by the Campus Subsidiary. For the avoidance of any doubt, the Implementing Member must elect to sell, in bulk, (i) both Broadcom Buildings together if the Implementing Member elects for the Broadcom Property to be sold, (ii) both Spec Buildings together if the Implementing Member elects for the Spec Property to be sold, or (iii) the entire Remaining Campus Property if the Implementing Member elects for the entire Remaining Campus Property to be sold. The Implementing Member may exercise its right to require a sale under this Section 7.01(a) by delivering written notice of such election (the “IM Forced Sale Notice”) to the other Voting Member (the “Non-Implementing Member”) and the SW Member. The IM Forced Sale Notice shall include (A) a description of the portion of the Campus that the Implementing Member desires to be marketed and sold (the “Offered Property”), (B) an all-cash minimum sale price for the Offered Property (the “Forced Sale Offer Price”), which shall be payable upon the close of escrow for the sale of the Offered Property, (C) a minimum deposit equal to at least five percent (5%) of the Forced Sale Offer Price (the “Minimum Deposit”), and (D) any other material terms and conditions that are determined by the Implementing Member that differ in any material respect from the terms and conditions to be included in the Offered Property PSA described in Section 7.03 below. If the Offered Property designated by the Implementing Member in any IM Forced Sale Notice is less than the Remaining Campus Property, then such Implementing Member may not implement the provisions of this Section 7.01 requiring any other port...
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Related to By Voting Members

  • Voting Rights of Members The Members shall have voting rights as defined by the Membership Voting Interest of such Member and in accordance with the provisions of this Agreement. Members do not have a right to cumulate their votes for any matter entitled to a vote of the Members, including election of Directors.

  • Voting at Meetings Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

  • Shareholders Voting Powers and Meetings The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent provided in Section 4.1, (ii) with respect to such additional matters relating to the Trust as may be required by federal law including the 1940 Act, or any registration of the Trust with the Commission (or any successor agency) or any state and (iii) as the Trustees may otherwise consider necessary or desirable in their sole discretion. Provisions relating to meetings, quorum, required vote, record date and other matters relating to Shareholder voting rights are as provided in the By-Laws.

  • Shareholders Voting Powers and Meeting 11 Section 5.1 Voting Powers 11

  • Membership Meetings At the request of the Union the University agrees to grant a two (2) hour period twice a calendar year for purposes of a regular membership meeting. The University agrees to grant time off from work without loss of pay to those Employees regularly scheduled to work during that time.

  • Preferred Stock Directors Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Issuer shall automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill such newly created directorships at the Issuer’s next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Issuer to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Issuer may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

  • Action by Members Without a Meeting Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all Members and delivered to the Secretary or any Assistant Secretary of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section is effective when all Members have signed the consent, unless the consent specifies a different effective date.

  • Proxy Voting The Adviser will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time. Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Fund and in accordance with your proxy voting policy. You agree to provide a copy of your proxy voting policy to the Trust prior to the execution of this Agreement, and any amendments thereto promptly.

  • Quorum; Voting A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present).

  • Vote If the Partners vote, in accordance with Section III(b), to dissolve the Partnership in accordance with the Governing Law.

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