Member Approval Rights Sample Clauses

Member Approval Rights. Except as otherwise expressly set forth in this Agreement or as required by Law, the Members shall have no right to vote on any matter and hereby expressly waive any right to vote that can be waived.
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Member Approval Rights. (a) Except as expressly contemplated by this Agreement or any of the other Transaction Agreements, the Company shall take no action (including any action by the Board or any committee of the Board) after the date hereof with respect to any of the following matters without the prior written consent of HoldCo, for so long as GE’s Percentage Interest is at least 20% (calculated in accordance with Section 4.10(d)): (i) any acquisition of, or merger, consolidation, reorganization or other business combination involving, the Company which results in a Member and its Affiliates having aggregate Percentage Interests greater than the aggregate Percentage Interests of the Comcast Members; (ii) any acquisition (whether by merger, consolidation or otherwise) of Equity Securities or any other investment in any third-party business (including through a purchase of assets) by the Company or any of its Subsidiaries such that after giving effect to such acquisition or other third-party investment the Company and its Subsidiaries will have made acquisitions and third-party investments with an aggregate purchase price in excess of $500 million (it being understood that, to the extent that as a result of any such acquisition or other third-party investment the consolidated Debt of the Company increased or will increase, the purchase price for such acquisition or other third-party investment shall be deemed to have included or include a pro rata portion (corresponding to the percentage of the business or entity acquired pursuant to such acquisition or other third-party investment) of the value of such incremental Debt); provided that if (x) Comcast, GE or any of their respective Subsidiaries agreed, prior to the date of this Agreement, to any acquisition of Equity Securities or other investment in any third-party business in accordance with the provisions of the Master Agreement, (y) such acquisition or other third-party investment is not consummated until after the date of this Agreement and (z) the right to acquire such Equity Securities or other third-party investment is contributed to the Company or any of its Subsidiaries in accordance with the terms of the Master Agreement, then the purchase price for such acquisition or other third-party investment shall be disregarded when determining whether such $500 million threshold has been exceeded; (iii) to the fullest extent permitted by Law, any liquidation, dissolution, winding up, commencement of or consent to bankruptcy, in...
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Member Approval Rights. In addition to any other approval required by the Act or applicable law, the following matters shall require the approval of each Member: (i) any merger or combination of the Company with another person, or any conversion, reclassification, recapitalization, or, subject to Section 18-802 of the Act, dissolution, liquidation or winding up of the Company; (ii) any issuance, sale or buyback by the Company of limited liability company interests (as defined in the Act) (the “LLC Interests”), or any other similar transactions; (iii) any addition to or amendment or repeal of the Certificate or this Agreement; and (iv) approval of the procedures by which the Board shall make capital calls of the Members.
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Member Approval Rights. Except as otherwise expressly set forth in this Agreement or as required by Applicable Law, the Members shall have no right to vote on any matter and hereby expressly waive any right to vote that can be waived. Notwithstanding the foregoing or any other provision of this Agreement, IHI, JGC, JBIC, and CHUBU, as Members, agree to discuss any Fundamental Issue before such matter is referred to the Board.
Sample 1
Member Approval Rights. Notwithstanding anything in this Agreement to the contrary, without the unanimous approval of all of the Members, the Company shall not: (a) authorize, issue, create or reserve any Membership Interests; (b) change the primary line of business of the Company or any Subsidiary or enter into any materially dissimilar line of business; (c) effect a Change of Control of the Partnership; (d) amend the Certificate or this Agreement or cause the Company to amend the AMGP Partnership Agreement; (e) initiate bankruptcy proceedings involving the Company or any of its Subsidiaries (including the Partnership and its Subsidiaries); (f) liquidate, dissolve or wind up the Company or any of its Subsidiaries (including the Partnership and its Subsidiaries); or (g) take any action, authorize or approve, or enter into any binding agreement with respect to the foregoing.
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Member Approval Rights. (a) At any time prior to an Initial Public Offering, the following actions by the Company and, to the extent permitted by Applicable Law, any of its subsidiaries, shall require the prior approval (by vote or written consent) of each of the H&F Investors and the FF&L Investors (each such Member approval right is referred to herein as the “Special Member Right”), respectively: (i) any amendment to, or waiver or modification of, the Memorandum of Association or Articles of Association of the Company or the Organizational Documents of any of its subsidiaries; (ii) (A) the authorization, creation or issuance of any additional class or series of share capital (whether junior, pari passu or senior to the Shares issued to the Members on the date hereof) or (B) the creation or authorization of any obligation or security convertible into shares of any class or series of share capital (whether junior, pari passu or senior to such Shares); (iii) the repurchase or redemption of any Shares; (iv) the declaration or payment of any dividends on the Shares; (v) any filing made seeking to adjudicate the Company as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, or other relief with respect to the Company or its debts, or any general assignment of the Company’s assets for the benefit of the Company’s creditors; (vi) the liquidation, dissolution or winding-up of the business and affairs of the Company or consenting to any of the foregoing; (vii) any change in the number of members constituting the Board; (viii) any change in the corporate structure and organization of the Company or any of its foreign subsidiaries above the Acquisition Company or the U.S. or foreign tax status of the Company or any of its foreign subsidiaries above the Acquisition Company; (ix) an initial public offering of Shares registered under the Securities Act; (x) (A) the acquisition of the Company by another Person by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, scheme of arrangement, consolidation, recapitalization or other similar transaction) in which the Company’s members of record immediately prior to such acquisition will, immediately after such acquisition (by virtue of securities issued as consideration for the Company’s acquisition or otherwise) fail to hold at least fifty percent (50%) of the voting power of the resulting or surviving corporation or other surviving entity, as appli...
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Member Approval Rights. Without limiting the generality of the foregoing, the Company shall not (and shall not permit or cause, as applicable, any of its Subsidiaries to), directly or indirectly, without the prior approval of the Members holding an aggregate greater than 66.33% of the outstanding Class A Units, Class B Units and Class C Units voting together as a class (a “Member Super Majority”): (i) liquidate, dissolve, or effect a recapitalization or reorganization in any form of transaction (including any reorganization into a limited liability company, a partnership or any other non-corporate entity which is treated as a partnership for federal income tax purposes); (ii) make any change in the nature of the Company and its Subsidiaries’ business such that it is materially different than the Business, including entering into the management of other lines of business; (iii) authorize or enter into any agreement providing for the issuance (contingent or otherwise) of, or issue, any Units, other Company Interests, equity interests of any Subsidiary or any notes or debt securities containing equity features, except for (i) issuances of Units on the Effective Date as contemplated by this Agreement (including Class C Units) and (ii) issuances by a directly or indirectly wholly owned Subsidiary of the Company to the Company or a directly or indirectly wholly owned Subsidiary of the Company; (iv) (x) change the authorized size or composition of the Board or the board of directors of any of its Subsidiaries from that set forth in Section 4.01(a) or establish any committee of the Board or the board of directors of any of its Subsidiaries except as otherwise contemplated by Section 1.01(e), (y) change the number or composition of Representatives or reallocate the associated rights to designate any Representative or (z) set or change the compensation of Representatives; or (v) amend, waive or otherwise modify any provision of the Certificate, this Agreement or any Subsidiary’s certificate of formation or equivalent governing document.
Sample 1
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Member Approval Rights. Notwithstanding the foregoing, the Member-Manager shall not take any of the following actions without the prior written approval of each of the other Members, unless such action is specifically authorized by the Business Plan, an Acquisition Budget or an Approved Operating Budget (as such terms are defined in the Management Agreement); provided, however, that no approval shall be required from any Member which is in material breach of this Agreement (including a failure to contribute under Section 3.2): (a) Exercise the rights of the “Owner” under the Management Agreement, including, without limitation, (i) approval of any investment prior to commencement of negotiations for a letter of intent, (ii) the execution of any purchase agreement for the acquisition of a Property, and (iii) termination of CBREI as the Manager pursuant to the terms of the Management Agreement. (b) Modify or amend the Management Agreement. (c) Modify the Investment Criteria of the Company. (d) Acquire real property on behalf of the Company. (e) Dispose of real property on behalf of the Company. (f) Borrow money and issue evidences of indebtedness and grant security interests in assets of the Company for the benefit of the Company. (g) Bring, defend, compromise, collect, pay, adjust, arbitrate or otherwise take any action that is reasonably valued at $25,000 or more, and exercise any remedies with respect to any receivable held by or claim available to or against the Company, for an amount of $25,000 or more. (h) Pay Company expenses in excess of the limit set forth in Section 6.1(b) above. (i) Approve business plans and budgets of the Company. (j) Do any act in contravention of this Agreement. (k) Issue any Cash Notice or make any call for Contributions whether or not in accordance with this Agreement, except for expenditures expressly included in an Acquisition Budget or Approved Operating Budget. (l) Borrow any funds from the Company. (m) Other than with respect to transferees of all or a portion of a Member’s Proportionate Share permitted pursuant to Article VIII below, admit new Members to the Company. (n) Amend any economic or other material provision of this Agreement. (o) Elect to continue the Company’s business after a Terminating Event with respect to the Member-Manager or appoint a new Member-Manager where following such event there is no remaining or surviving Member-Manager. (p) File any voluntary petition for the Company under Title 11 of the United States Code, the Ban...
Sample 1
Member Approval Rights. Except as otherwise expressly set forth in this Agreement or as required by Law, the Members shall have no right to vote on any matter and hereby expressly waive any right to vote that can be waived. Without limiting the generality of the foregoing, in the event any matters are submitted to a vote of the Members, the Members holding Class B-1 Units shall have the sole right to exercise such vote, and the Members holding Class A Units or Class B-2 Units (in each case, in their capacity as such) shall not have any right to vote in respect of any such matter so submitted and the Membership Interests of such Members holding Class A Units or Class B-2 Units (in each case, in their capacity as such) shall not be taken into account when calculating Membership Interests or Membership Percentages for any matters requiring a vote or approval hereunder.
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Related to Member Approval Rights

  • 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.

  • Approval Rights So long as SCG Beneficially Owns 25% or more of the Common Shares outstanding, SCG shall have the right (each, an "Approval Right") to approve the following matters as proposed by the Company:

  • Shareholder Approvals Each of South State and CenterState shall call, give notice of, establish a record date for, convene and hold a meeting of its shareholders (the “South State Meeting” and the “CenterState Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) in the case of CenterState, the Requisite CenterState Vote, and in the case of South State, the Requisite South State Vote, and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of CenterState and South State shall use its reasonable best efforts to cause such meetings to occur as soon as reasonably practicable and on the same date. Each of South State and CenterState and their respective Boards of Directors shall use its reasonable best efforts to obtain from the shareholders of South State and CenterState, as applicable, the Requisite South State Vote and the Requisite CenterState Vote, as applicable, including by communicating to the respective shareholders of South State and CenterState its recommendation (and including such recommendation in the Joint Proxy Statement) that, in the case of South State, the shareholders of South State adopt and approve this Agreement and the transactions contemplated hereby and approve the South State Articles Amendment (the “South State Board Recommendation”), and, in the case of CenterState, the shareholders of CenterState adopt and approve this Agreement and the transactions contemplated hereby (the “CenterState Board Recommendation”). Each of South State and CenterState and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the South State Board Recommendation, in the case of South State, or the CenterState Board Recommendation, in the case of CenterState, (ii) fail to make the South State Board Recommendation, in the case of South State, or the CenterState Board Recommendation, in the case of CenterState, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the South State Board Recommendation, in the case of South State, or the CenterState Board Recommendation, in the case of CenterState, in each case within ten (10) business days (or such fewer number of days as remains prior to the South State Meeting or the CenterState Meeting, as applicable) after an Acquisition Proposal is made public or any request by the other party to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”). However, subject to Section 8.1 and Section 8.2, if the Board of Directors of South State or CenterState, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the South State Board Recommendation or the CenterState Board Recommendation, as applicable, such Board of Directors may, in the case of South State, prior to the receipt of the Requisite South State Vote, and in the case of CenterState, prior to the receipt of the Requisite CenterState Vote, submit this Agreement to its shareholders without recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended), in which event such Board of Directors may communicate the basis for its lack of a recommendation to its shareholders in the Joint Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided that such Board of Directors may not take any actions under this sentence unless it (A) gives the other party at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (B) at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the South State Board Recommendation or CenterState Board Recommendation, as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3. Neither South State nor CenterState shall adjourn or postpone the South State Meeting or the CenterState Meeting, as the case may be, except that South State or CenterState (1) shall be permitted to adjourn or postpone the South State Meeting or the CenterState Meeting, as the case may be, to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the South State Board or the CenterState Board, as the case may be, has determined in good faith after consultation with outside counsel is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by such party’s shareholders prior to the South State Meeting or the CenterState Meeting, as the case may be and (2) shall adjourn or postpone the South State Meeting or the CenterState Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of South State Common Stock or CenterState Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, or if on the date of such meeting CenterState or South State, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite CenterState Vote or the Requisite South State Vote; provided that, without the prior written consent of the other party, neither South State nor CenterState shall adjourn or postpone the South State Meeting or the CenterState Meeting, as the case may be, under this clause (2) for more than five (5) business days in the case of any individual adjournment or postponement or more than twenty (20) business days in the aggregate. If the CenterState Meeting or the South State Meeting is adjourned or postponed, South State and CenterState will use their reasonable best efforts to cause the South State Meeting or the CenterState Meeting, as the case may be, to also be adjourned or postponed such that the meetings occur on the same date. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (x) the South State Meeting shall be convened and this Agreement shall be submitted to the shareholders of South State at the South State Meeting and (y) the CenterState Meeting shall be convened and this Agreement shall be submitted to the shareholders of CenterState at the CenterState Meeting, and nothing contained herein shall be deemed to relieve either South State or CenterState of such obligation.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

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

  • HSR Approval All applicable waiting periods (and any extensions thereof) under the HSR Act in respect of the Transactions shall have expired or been terminated.

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

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