Percentage for Approval Sample Clauses

Percentage for Approval. The appropriate percentage will depend on the proportions of Shares held by the Shareholders and on the circumstances. For example, if there are three equal Shareholders, requiring more than 66 2/3% would in effect require unanimous approval. If there are five Shareholders that hold 14% each and one Shareholder that holds 30%, providing for a 66 2/3% threshold would enable the small Shareholders to out-vote the 30% holder. In those circumstances, it may be appropriate to provide that the 66 2/3% must include the affirmative vote of the 30% holder (i.e. the 30% holder has a veto right). Consider whether it would be appropriate to specify that the threshold is to be calculated on a Fully-Diluted Basis. For a definition of “Fully-Diluted Basis”, see the Commentary after Section (3). An alternative is to specify the threshold on the basis of a specified percentage of votes cast in person or by proxy at any duly constituted meeting of the Shareholder. Note however that if this alternative is used and for example the specified threshold is 75% and only 60% of the votes attributable to all issued and outstanding Shares are represented at the meeting but the quorum requirements are met, 75% of that 60% (which is 45% of the votes attributable to all issued and outstanding Shares) can pass the resolution.
Sample 1
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Related to Percentage for Approval

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