Majority Vote of Board of Managers Required Sample Clauses

Majority Vote of Board of Managers Required. The Board of Managers shall have authority with respect to all aspects of the operation of the Company. Without limiting the generality of the foregoing, the Company shall not (and shall cause each Company Subsidiary not to) take any of the following actions except pursuant to a Majority Vote: (a) the amendment or restatement of the Certificate or this Agreement or the constituent documents of any Company Subsidiary (including any change in the number of, or method of designating, Managers on the Board of Managers); (b) the authorization, issuance, sale, acquisition, repurchase or redemption by the Company or any Company Subsidiary of any new or existing Membership Units or other equity interest (or profits interest, option, warrant, conversion or similar right with respect to any equity interest) in or of the Company or any Company Subsidiary, including the sending of any notice requesting Capital Contributions to a Member pursuant to Sections 4.06; (c) the declaration, making or payment of any dividend, distribution or transfer (whether in cash, securities or other property) to the Members (other than Tax Distributions required to be paid pursuant to Section 7.03); (d) the approval of any Liquidity Event; (e) other than as specifically provided in an Approved Budget, the incurrence, issuance, assumption, guarantee or refinancing of any indebtedness for borrowed money by the Company or any Company Subsidiary, other than (i) trade accounts of the Company or any Company Subsidiary incurred in the ordinary course of business and (ii) any guarantee by the Company of any indebtedness or obligation of a Company Subsidiary; (f) the creation or acquisition of, or investment in, any Company Subsidiary or any other Person or the entering of any partnership, consortium, joint venture or other similar enterprise; (g) authorize the execution of definitive documentation with respect to any New Theater offered to the Company by Digiplex with respect to which the Company exercised its “right of first refusal” pursuant to Section 3.01; (h) the acquisition of any New Theater (other than any New Theater covered by the “right of first refusal” set forth in Section 3.01); (i) the acquisition of a substantial portion of the assets or business of any Person or any division or line of business thereof or any other acquisition of material assets; (j) the sale, transfer, lease, sublease, license or other disposition by the Company or any Company Subsidiary to a third party of any ...
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Related to Majority Vote of Board of Managers Required

  • Board of Managers (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

  • 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.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

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

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • 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 Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • 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.

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

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