Member Approval. The “vote” or “approval” of the Members shall mean approval by a majority percentage of Membership Interest. Members shall vote or approve by their percentage interest as shown on Exhibit A of this Agreement. No annual or regular meetings of the Members are required. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act.
Member Approval. No annual or regular meetings of the Members are required to be held. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act. In any instance in which the approval of the Members is required under this Agreement, such approval may be obtained in any manner permitted by the Act. Unless otherwise provided in this Agreement, approval of the Members shall mean the approval of Members who hold a majority of the Membership Interests.
Member Approval. Unless otherwise directed by the Commissioner, upon approval of this Agreement by the Commissioner, this Agreement shall be submitted to a vote at a meeting of the members of each of the Constituent Corporations to be held on a date and at a time and place to be determined by the Constituent Corporations. Notice of such meeting, if such notice is required by law or the Constituent Corporations’ respective articles of incorporation or bylaws, stating the place, day and hour of the meeting and the purpose for which it is called, shall be given by each Constituent Corporation to its members in a manner acceptable pursuant to law and to each Constituent Corporation’s articles of incorporation and bylaws. Each Constituent Corporation agrees to use its good faith effort to obtain all necessary approvals.
Member Approval. Buyer shall have received the approval of its members for the Transactions contemplated hereunder upon execution of this Agreement.
Member Approval. (a) Any action required or permitted to be taken by the Members may be taken at a meeting within or outside the State of Delaware. Meetings of the Members may be held with or without notice at such time and at such place as shall from time to time be determined by the Designated Members.
(b) Any action required or permitted to be taken at any meeting by the Members may be taken without a meeting, without a vote and without prior notice, if holders of a Majority in Interest of Class A Members consent thereto in writing.
(c) Any action required or permitted to be taken by the Class A Members may be taken without a meeting, without a vote and without prior notice, if holders of a Majority in Interest of Class A Members consent thereto in writing.
(d) Any action required or permitted to be taken by the Class B Members may be taken without a meeting, without a vote and without prior notice, if the Class B Members who hold a majority of the Class B Shares outstanding consent thereto in writing.
Member Approval. The Member Approval shall have been obtained.
Member Approval. Whenever this Agreement requires or contemplates action or approval by the Members, an affirmative vote or consent of a Majority of the Shares shall be required for such action or approval, unless this Agreement expressly requires a higher percentage.
Member Approval. In addition to any other actions requiring the approval of the Member set forth in this Agreement or required by law, the following actions shall require the approval of the Member:
(a) the sale, lease or disposal of all or substantially all of the assets of the Company or the merger, consolidation or exchange of Interests with another entity;
(b) any amendment to the Articles or of this Agreement;
(c) the creation of any lien, mortgage, pledge or other security interest on the assets of the Company securing indebtedness of any third party which is not for the benefit of the business carried on by the Company;
(d) any material changes in the nature of the Company's business;
(e) the commencement of a voluntary case under any bankruptcy, insolvency or similar law by the Company;
(f) the application by the Company for additional Gaming Licenses in any jurisdiction; and
(g) the adoption of any employee benefit, profit sharing, incentive, bonus, pension, retirement or option plans.
Member Approval. The Company Members shall have delivered to IASG evidence satisfactory to IASG that the Members have approved the transactions contemplated hereby in accordance with applicable state law.
Member Approval. Notwithstanding the provisions of Section 5.1(a), the Managers may not cause the Company to do any of the following without complying with any applicable requirements of the Act:
(i) sell, lease, exchange or otherwise dispose of (other than by way of a pledge, mortgage, deed of trust or trust indenture) all or substantially all the Company’s property and assets (with or without good will), outside the usual and regular course of the Company’s business;
(ii) be a party to a merger or an exchange or acquisition;
(iii) amend or restate the Articles; and
(iv) any other action which the Member by written action restricts the Managers from taking.
