Member Vote Required Sample Clauses

Member Vote Required. Except to the extent otherwise required by the -------------------- Act or as otherwise set forth in this Agreement, any action or item requiring the approval of such Members, the consent of such Members, the affirmative vote of the Members or the like, will require the unanimous approval, consent, vote or the like of both Members.
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Member Vote Required. No Member vote is necessary to approve and adopt this Agreement and the Contemplated Transactions.
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Member Vote Required. Without the vote of the holders of a majority of the Units voting together as a single class, as well as holders of seventy percent (70%) of the Class A Units and seventy percent (70%) of the Class B Units, each voting separately as a class, the Manager shall have no authority to: (i) do any act in contravention of this Agreement. (ii) amend this Agreement, except as expressly provided otherwise herein. (iii) possess any property or assign, transfer, or pledge the rights of the LLC in specific property, for other than the benefit of the LLC or any Person in which the LLC has an interest. (iv) employ, or permit to be employed, the funds or assets of the LLC in any manner except for the benefit of the LLC or any Person in which the LLC has an interest. (v) commingle the LLC's funds with its own or any other Person's funds. (vi) make distributions other than in cash. (vii) cause the LLC to convert to a corporation by merger or otherwise, other than pursuant to a Qualified Corporate Conversion.
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Member Vote Required. The affirmative vote of the Member is the only vote necessary to approve and adopt this Agreement and the Contemplated Transactions.
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Member Vote Required. In Connection With Certain Business Combinations Or Transactions 43 ARTICLE XIII BOOKS AND RECORDS, REPORTS AND RETURNS 43 Section 13.1 Right of Inspection 43 Section 13.2 Access to Membership List 43 Section 13.3 Tax Information 44 Section 13.4 Annual Report 44 Section 13.5 Quarterly Reports 45 Section 13.6 Filings 45 Section 13.7 Method of Accounting 45 ARTICLE XIV ADVISOR 45 Section 14.1 Appointment and Initial Investment of Advisor 45 Section 14.2 Supervision of Advisor Compensation and the Advisor 45 Section 14.3 Fiduciary Obligations 46 Section 14.4 Termination 46 Section 14.5 Organization and Offering Expenses Limitation 46 Section 14.6 Reimbursement for Operating Expenses 46 Section 14.7 Section 707 Compliance 46 Section 14.8 Exclusive Right to Sell Company Assets 46 ARTICLE XV INVESTMENT POLICIES AND LIMITATIONS 47 Section 15.1 Review of Policies 47 Section 15.2 Certain Permitted Investments 47 Section 15.3 Reinvestment of Proceeds 47 Section 15.4 Investments in Other Programs 47 ARTICLE XVI CONFLICTS OF INTEREST 48 Section 16.1 Investments with Affiliates 48 Section 16.2 Voting of Shares Owned by Affiliates 48 Section 16.3 Purchase of Assets from Affiliates 48 Section 16.4 Sale of Assets to Affiliates 48 Section 16.5 Loans to Affiliates 48 Section 16.6 Other Transactions with Affiliates 48 Section 16.7 Rebates, Kickbacks and Reciprocal Arrangements 48 Section 16.8 Commingling 49 Section 16.9 Lending Practices 49 Section 16.10 No Permanent Financing 49 Section 16.11 No Exchange of Interests for Investments 49
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Member Vote Required. The Sole Member has approved and adopted this Agreement and the Transactions to which the Company is a party.
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Related to Member Vote Required

  • Board Approval; Vote Required (a) The BCAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

  • Vote Required The affirmative vote of a majority of the votes that holders of the outstanding shares of Company Common Stock are entitled to vote with respect to the Merger is the only vote of the holders of any class or series of Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby.

  • No Vote Required Assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL and assuming the accuracy of the representations and warranties set forth in Section 5.08, no stockholder votes or consents are needed to authorize this Agreement or for consummation of the Transactions.

  • Quorum; Required Vote At any meeting of the Members, the holders of a majority of the Voting Shares entitled to vote represented in person or by proxy shall constitute a quorum unless any such action by the Members requires approval by holders of a greater percentage of Voting Shares entitled to vote, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Shares entitled to vote specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum.

  • Required Vote The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of the Company Common Stock is the only vote required, if any, of the holders of any class or series of capital stock or other Equity Interests of the Company to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

  • 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 Consent or Approval Required No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets is required for the issue and sale of the Shares, the execution, delivery and performance of this Agreement by the Company, the consummation of the transactions contemplated hereby, the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in the Registration Statement and the Prospectus, except for (i) the registration of the Shares under the Securities Act; (ii) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act, and applicable state or foreign securities laws and/or the bylaws and rules of the Financial Industry Regulatory Authority (the “FINRA”) in connection with the sale of the Shares by the Agent; and (iii) the inclusion of the Shares on the Nasdaq Capital Market (the “Exchange”).

  • Shareholder Vote The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate the shareholder approval requirements of the Principal Market.

  • Prior Approval Required Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

  • Stockholder Vote In connection with any vote of the holders of the Company’s common stock issued in the Initial Public Offering (such stockholders, the “Public Stockholders”) regarding a Business Combination, the Company shall provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes verifying the vote of the Public Stockholders regarding such Business Combination.

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