Extraordinary Actions. Except as specifically provided in this Agreement, notwithstanding any provision of law permitting or requiring any action to be taken or authorized by the affirmative vote of the holders of a greater number of votes, any such action shall be effective and valid if taken or approved by the affirmative vote of holders of Interests entitled to cast a majority of all the votes entitled to be cast on the matter.
Extraordinary Actions. Except as specifically provided in Section 5.6 (relating to removal of directors) and in Section 7.2 (relating to certain actions and certain amendments to the charter of the Corporation (the “Charter”)), notwithstanding any provision of law requiring any action to be taken or approved by the affirmative vote of stockholders entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.
Extraordinary Actions. Except as specifically provided in Section 5.8 and Article VIII, notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of stockholders entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.
Extraordinary Actions. Between the date hereof until the Closing, each the Selling Stockholders undertakes to not permit the Company (including by voting against any such proposed action, if applicable) to agree to or undertake any merger with or into or consolidation with another corporation that would result in any reclassification or reorganization of Common Stock, any sale or conveyance to another corporation or entity of the assets or other properties of the Company as an entirety or substantially as an entirety, or any other extraordinary corporate actions or transactions.
Extraordinary Actions. Except as may be provided by the Board of Directors in setting the terms of classified or reclassified shares of stock pursuant to Section 5.3 or as specifically provided in Section 4.5 (relating to removal of directors), notwithstanding any provision of law requiring any action to be taken or approved by the affirmative vote of stockholders entitled to cast a greater number of votes, any such action shall be effective and valid if (i) declared advisable by the Board of Directors, and (ii) taken or approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.
Extraordinary Actions. In addition to other actions identified herein requiring unanimous approval of the Members, the Company shall not (i) sell or otherwise dispose of all or substantially all of its assets unless such sale or disposition is unanimously approved by the Members provided that such approval shall not be unreasonably withheld, (ii) undertake any new investment projects unless such projects are unanimously approved by the Members, or (iii) terminate the Management Agreement unless such termination is unanimously approved by the Members.
Extraordinary Actions. Unless otherwise approved by the holders of a majority of the principal amount of indebtedness outstanding under the Notes, the Company shall not nor shall it permit any Subsidiary to: (i) acquire, sell or otherwise transfer any material assets or rights of the Company or a Subsidiary or enter into any contract or agreement relating to the sale of assets which is not consummated pursuant to an arms length transaction, (ii) enter into any contract, agreement or transaction (including any transfer or sale of Intellectual Property Rights) with any officer, director, stockholder or affiliate of the Company or a Subsidiary other than transactions pursuant to arms length terms (as determined in the sole discretion of the Board), (iii) other then repayment of the Applicable Indebtedness or any other indebtedness outstanding as of the date hereof, directly or indirectly pay or declare any dividend or make any distribution upon, redeem, retire or repurchase or otherwise acquire, any shares of capital stock or other securities of the Company or a Subsidiary, or (iv) materially change the Company’s line of business as currently conducted.
Extraordinary Actions. The Company shall not nor shall it permit any Subsidiary to: (i) acquire, sell or otherwise transfer any material assets or rights of the Company or a Subsidiary or enter into any contract or agreement relating to the sale of assets which is not consummated pursuant to an arms length transaction, (ii) enter into any contract, agreement or transaction (including any transfer or sale of Intellectual Property Rights) with any officer, director, stockholder or affiliate of the Company or a Subsidiary other than ordinary course transactions that are consistent with past practice and pursuant to arms length terms, (iii) directly or indirectly pay or declare any dividend or make any distribution upon, redeem, retire or repurchase or otherwise acquire, any shares of capital stock or other securities of the Company or a Subsidiary, or (iv) materially change the Company’s line of business as currently conducted.
Extraordinary Actions. The Contributor will not, and will cause the Property Owner, the Contributed Entity and their Subsidiaries to not: (i) issue, sell, transfer, pledge, dispose of, encumber or permit any Lien on the Property or any membership interests, partnership interests or any other securities, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any membership interests, partnership interests or any other securities of the Property Owner, the Contributed Entity and their Subsidiaries, (ii) purchase or redeem any membership interests, partnership interests or other securities of the Property Owner, the Contributed Entity or any of their Subsidiaries (iii) sell or transfer any of such Person’s assets other than in the Ordinary Course, (iv) incur any material obligations or liabilities or enter into any material transaction other than in the Ordinary Course, or (v) amend the Property Owner’s, the Contributed Entity’s, or any of their Subsidiaries’ Organizational Documents.
Extraordinary Actions. Between the date hereof until the Closing, CMZ, in his capacity as a stockholder in, and not Chief Executive Officer of, the Company, undertakes to procure that the Selling Stockholder does not permit, and the Selling Stockholder undertakes to not permit, the Company (including by voting against any such proposed action, if applicable) to agree to or undertake any merger with or into or consolidation with another corporation that would result in any reclassification or reorganization of Common Stock, any sale or conveyance to another corporation or entity of the assets or other properties of the Company as an entirety or substantially as an entirety, or any other extraordinary corporate actions or transactions.
