Matters requiring a super-majority vote of the Board Sample Clauses

Matters requiring a super-majority vote of the Board. The affirmative vote of not less than four Board members will be required for any action that will result in (i) a transaction between Development or any of its Subsidiaries and an Interested Party, including establishing the value of any Capital Contribution made by any Interested Party; provided, however, that (A) the exercise by Development of its Put Option or Call Option pursuant to the Commercialization Agreement and (B) the negotiation and execution of any license, marketing, logistics or other similar agreements between Gevo and Development or any Subsidiary of Development and the performance of any obligations pursuant thereto, shall not be deemed a transaction with an Interested Party pursuant to this subsection (i), (ii) any voluntary dissolution, liquidation, winding-up of Development or other discontinuation of the business of Development, (iii) any increase or decrease in the authorized number of members of the Board, (iv) an allocation or distribution to any Party that is not in accordance with the terms specified in this Agreement, (v) any amendment to the Formation Certificate or this Agreement, (vi) any change to the tax classification of Development, (vii) any alteration or change to the rights, preferences, or privileges of the Membership Interests so as to adversely affect any such Membership Interest, and (viii) the approval of an annual budget that does not adhere to the form, guidelines, and principles set forth in the Annual Budget; provided, however, that if, at the time such vote is taken, there shall be fewer than four Board members, the affirmative vote of a majority of the Board members then in office shall be required.
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Related to Matters requiring a super-majority vote of the Board

  • Matters Requiring Investor Director Approval So long as the holders of Preferred Stock are entitled to elect a Preferred Director, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors:

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

  • 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.

  • 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 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.

  • Control by Board of Directors Any management or supervisory activities undertaken by the Advisor pursuant to this Agreement, as well as any other activities undertaken by the Advisor on behalf of the Fund pursuant thereto, shall at all times be subject to any applicable directives of the Board of Directors of the Fund.

  • Disinterested Directors AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board;(b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.

  • Resignation from Board of Directors If the Executive is a director of the Post-Transaction Corporation or any of its Affiliates and his status as an officer and employee is terminated for any reason other than death, the Executive will, if requested by the Post-Transaction Corporation, immediately resign as a director of the Post-Transaction Corporation and its Affiliates. If such resignation is not received within 20 business days after the Executive actually receives written notice from the Post-Transaction Corporation requesting the resignation, the Executive will forfeit any right to receive any payments pursuant to this Agreement.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

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