Majority Board Approval Sample Clauses

Majority Board Approval. In addition to the required Stockholder approval as set forth in the Amended and Restated Certificate of Incorporation, the following actions by the Company, or any of its subsidiaries, shall require obtaining the affirmative vote of a majority of the members of the Board of Directors (or with regard to Section 6.1(v), a majority of the members of the Compensation Committee of the Board): (i) adoption of the annual budgets; (ii) acquisition, transfer, disposal or pledging of any asset worth more than $100,000 not provided for in the annual budget; (iii) any commitment not provided for in the annual budget of the Company, including any guarantee, pledge or other security in excess of $100,000; (iv) acquisition, transfer or subscription of any interest by the Company or any of its subsidiaries in any other company, group or entity; setting up of any subsidiary or transfer or pledge by the same not provided for in the budget; (v) determination of the conditions upon which stock options will be granted to the employees or managers of the Company or any of its subsidiaries; (vi) distribution of dividends; (vii) appointment of a new auditor; (viii) appointment of any senior manager whose annual gross compensation exceeds $150,000; (ix) any decision to amend the Transaction Agreements (as defined in the Series I Preferred Agreement); (x) any agreement between the Company or any of its subsidiaries and any of the Company’s stockholders, officers, or managers (directly or indirectly); (xi) any proposal relating to the listing of the shares of the Company or any of its subsidiaries; (xii) any decision that would increase or decrease the numbers of authorized or issued shares of the Company; (xiii) subject to Section 6.3 below, any Company Acquisition or other merger, contribution of all or part of the Company’s or any of its subsidiaries’ assets, stock split or capital reduction; (xiv) the designation of an investment bank pursuant to Section 6.3 of this Agreement; or (xv) any commitment of the Company or any of its subsidiaries, of any nature whatsoever, not specifically provided for in the budget of the Company and the amount of which individually or in the aggregate would exceed annually $100,000.
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Majority Board Approval. Except as otherwise provided in this Agreement or the LLC Law, the following actions shall require the approval of, and shall be authorized upon obtaining the approval of, a majority of the Board: (1) Entering into contractual arrangements over $ 100,000; (2) Entering into partnerships, joint ventures or similar transactions or arrangements involving investment by the Company of over $100,000, individually, or $250,000, in the aggregate; (3) Incurring debt, including any guarantee of debt, over $ 100,000; (4) Making any unbudgeted capital expenditures over $ 100,000; (5) Changing the auditors or the accounting policies, practices or procedures, other than in accordance with changes in generally accepted accounting principles in the United States of America, of the Company; (6) Approving or materially amending the Annual Budget pursuant to Section 11.4; (7) Granting profit participation rights, including pursuant to Section 3.3; (8) The Transfer of any Units by any Member (other than a Transfer to a Specified Transferee of such Member or pursuant to Section 5.8), and the admission to the Company of such transferee as a Member ; provided that the Manager(s) designated by any such transferring Member shall not be entitled to vote on such matter, and all determinations of the requirements f or quorum and voting under Section 6.5 shall be recalculated by disregarding, for purposes of such matter, any Manager(s) that shall not be entitled to vote in respect of such matter pursuant to this Section 6.7(a)(8); and (9) Agreeing to take any of the foregoing actions.
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Majority Board Approval. The Company shall not, without the approval of a majority of the whole Board: (a) consummate a Qualified IPO; (b) authorize, create, issue or sell (whether by amendment to the Company’s Memorandum of Association or Articles of Association, by contract, or otherwise) any share capital or other equity of the Company (including but not limited to any security convertible into or exercisable for any equity security of the Company); (c) remove any executive officer; or (d) agree or commit to any of the foregoing.
Sample 1
Majority Board Approval. Except as otherwise provided in this Agreement, the following actions shall require the approval of, and shall be authorized upon obtaining the approval of, a majority of all the Managers of the Board (and to the extent any such provision below applies to any of the Company’s subsidiaries, the Company shall ensure that no such action is taken by any such subsidiary without such approval): (1) Entering, or causing any subsidiary of the Company to enter, into a new line of business requiring investment over $500,000 up to $2,000,000 in the aggregate or exiting or materially changing a current line of business of the Company or any of its subsidiaries, subject to Sections 7.7(b)(13) and 7.7(i) and except to the extent otherwise required by a Company-Related SRO to fulfill its regulatory functions or responsibilities or to oversee the structure of the market that such Company-Related SRO regulates as determined by the board of such Company-Related SRO; (2) Entering, or causing any subsidiary of the Company to enter, into contractual arrangements over $1,000,000 (but less than or equal to $2 million), except to the extent otherwise required by a Company- Related SRO to fulfill its regulatory functions or responsibilities or to oversee the structure of the market that such Company-Related SRO regulates as determined by the board of such Company- Related SRO; (3) Entering, or causing any subsidiary of the Company to enter, into partnerships, joint ventures or similar transactions or arrangements involving investment by the Company or such subsidiary of the Company of over $1,000,000 (but less than or equal to $2,000,000), individually or in the aggregate; (4) Incurring, or causing any subsidiary of the Company to incur, debt, including any guarantee of debt, over $500,000 (but less than or equal to $2,000,000), individually or in the aggregate, except to the extent otherwise required by a Company-Related SRO to fulfill its regulatory functions or responsibilities or to oversee the structure of the market that such Company-Related SRO regulates as determined by the board of such Company-Related SRO; (5) Making, or causing any subsidiary of the Company to make, any unbudgeted capital expenditures over $500,000 (but less than or equal to $2,000,000), individually or in the aggregate, except to the extent otherwise required by a Company-Related SRO to fulfill its regulatory functions or responsibilities or to oversee the structure of the market that such Company-Rela...
Sample 1
Majority Board Approval. Without limiting the generality of Section 6.01(a) and subject to Section 6.11 regarding Conflict Activities, prior to a Public Offering, the affirmative vote or written consent of the Managers representing a majority of the Effective Votes, including at least one vote from a Designated Manager, shall be required for each of the following actions to be taken by the Company or any member of the Company Group or by any Officer (notwithstanding the authority granted to any Officer pursuant to Section 6.10): (i) the appointment, termination or removal by the Company of any Officer; (ii) subject to Section 6.01(d)(iv), approving or making material modifications of the compensation payable to any individual or adopting or amending any employee compensation, benefit or incentive plan; (iii) subject to Member approval pursuant to Section 6.01(b)(vii), any issuance of Additional Company Securities by the Company (other than those issued pursuant to the exercise of a Warrant); (iv) any determination of Available Cash or, subject to Member approval pursuant to Section 6.01(b)(v), if so required, any distribution by the Company; (v) subject to Section 7.05(d), determining Fair Market Value for any purpose under this Agreement; (vi) [subject to Section 6.01(d)(vi),] any incurrence by the Company of indebtedness for borrowed money, other than indebtedness issued or contemplated to be issued on the Effective Date; (vii) subject to Section 6.01(d)(v), any disposition of assets of the Company and its Subsidiaries, other than with respect to the disposition of worthless or obsolete assets or the disposition of assets in any 12 month period that, in the aggregate, does not exceed $1,000,000; (viii) any reorganization, recapitalization, consolidation, merger or similar transaction of the Company, other than a Liquidity Event; (ix) any sale of all of the outstanding Units of the Company pursuant to (x) the approval of any material contract to be entered into after the Effective Date with a term of more than 12 months (other than any contract that may be terminated by the Company on not more than 90 days’ notice without penalty) or involving expected payments by the Company of more than $[ ] in the aggregate (other than payments for obligations as set forth in an approved annual budget), and any non-ministerial amendment to any such contract; (xi) any voluntary encumbrance of any Company properties or assets to secure any debt and/or other obligations of the Company (other than...
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Related to Majority Board Approval

  • 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.

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

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

  • Change in Board of Directors Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • Director Approval The Board of Directors of Holdings shall have approved this Agreement and the transactions contemplated herein.

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum.

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