Required Votes. (a) All actions of the Board of Directors ----------- -------------- of the Company shall require the vote of at least a majority of the entire Board of Directors, unless otherwise required by Law, the Restated Certificate, the Restated By-Laws, the Joint Venture Stockholders' Agreement or this Agreement.
(b) None of the following transactions or actions shall be entered into or taken by the Company, unless (i) voted for or consented to by the vote of at least three (3) of the five (5) directors designated pursuant to Sections 1.1(a) and (d) and six (6) of the eight (8) directors designated pursuant to Sections 1.1(b), (c) and (e) of the Board of Directors of the Corporation.
1. The sale, transfer, assignment or other disposition of any material portion of the assets of the Company or any of its Subsidiaries other than in the ordinary course of business;
2. The merger, combination or consolidation of the Company or any of its Subsidiaries with or into any other entity, regardless of whether the Company or any such Subsidiary is the surviving entity in any such merger, combination or consolidation, the acquisition of any businesses by the Corporation, the formation of any partnership or joint venture involving the Company, or the liquidation, dissolution or winding up of the Company or any of its Subsidiary;
3. Any offering or issuance of additional shares of Preferred Stock, Voting Preference Stock or Common Stock of, or any other securities or ownership interests in, the Company or any of its Subsidiaries, including, without limitation, warrants, options or other rights convertible or exchangeable into Preferred Stock, Voting Preference Stock or Common Stock of, or other securities or ownership interests in, the Company or any of its Subsidiaries except as contemplated by the Securities Purchase Agreement or the declaration of any dividends thereon.
4. The repurchase by the Company of any Company Stock (other than shares of Class A Voting Common Stock or Series E Preferred Stock purchased from former employees of the Company);
5. The authorization or adoption of any amendment to the Restated Certificate, Restated By-laws or any constituent document of the Company or any of its Subsidiaries;
6. The hiring or termination of any executive officer of the Company;
7. The approval of, or amendment to, any operating or capital budget of the Company or any of its Subsidiaries;
8. The incurrence by the Company or any of its Subsidiaries, whether directly or indire...
Required Votes. All actions of the Board of Directors of the Company shall require the vote of at least a majority of the entire Board of Directors, unless otherwise required by Law, the Restated Certificate, the Restated By-Laws or this Agreement.
Required Votes. 16 3.7 Transactions between the Company and the Stockholders or their Affiliates..........18 3.8 Board Committees...................................................................18 3.9
Required Votes. The affirmative vote of stockholders entitled to cast at least 80% of the votes entitled to be cast on the matter, each voting as a separate class, shall be necessary to effect:
(i) Any amendment to the Charter to make the Common Stock a “redeemable security” or to convert the Corporation, whether by merger or otherwise, from a “closed-end company” to an “open-end company” (as such terms are defined in the 1940 Act);
(ii) The liquidation or dissolution of the Corporation and any amendment to the Charter to effect any such liquidation or dissolution; and
(iii) Any amendment to Section 5.1, Section 5.2, Section 5.6, Section 7.1 or this Section 7.2; provided, however, that, if the Continuing Directors (as defined herein), by a vote of at least two-thirds of such Continuing Directors, in addition to approval by the Board of Directors, approve such proposal or amendment, the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast shall be required to approve such matter.
Required Votes. The Board of Commissioners of the Los Angeles Department of Water and Power and the Long Beach City Council have not yet had an opportunity to conduct the required votes on whether to approve this Agreement. Accordingly, this Agreement is executed by counsel for each of these Parties subject to such approval. Not later than five (5) Business Days after each such vote is taken, counsel for each of these Parties shall certify the results of their respective votes in writing to each of the other Parties to this Agreement, and these writings shall be appended to and made a part of this Agreement.
Required Votes. The IPC Stockholder Approval, being the affirmative approval, by vote or written consent, of a majority of the outstanding shares of IPC Common Stock, is the only vote of the holders of any class or series of IPC's securities necessary to adopt the Merger Agreement and approve the Mergers and the other transactions contemplated hereby. There is no vote of the holders of any class or series of IPC's securities necessary to approve the Voting Agreement or the transactions contemplated thereby. The affirmative approval, by vote or written consent, of a majority of the outstanding shares of IPC Systems Common Stock to adopt this Agreement (the "IPC Systems Stockholder Approval") is the only vote of the holders of any class or series of IPC Systems' securities necessary to adopt the Merger Agreement and approve the Mergers and the other transactions contemplated hereby.
Required Votes. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote hereon (the “Company Required Vote”) is the only vote of any class of Capital Stock of the Company required by the DGCL or the certificate of incorporation or the bylaws of the Company to adopt this Agreement and approve the transactions contemplated hereby.
Required Votes. The adoption of this Agreement by the affirmative vote of the holders of Shares entitling such holders to exercise at least a majority of the voting power of the Shares, the vote of the Company as sole stockholder of ExistingSub and the vote of ExistingSub as sole stockholder of ReorgSub are the only votes of holders of any class or series of the capital stock of the Company, ExistingSub and ReorgSub required to adopt this Agreement, or to approve the Mergers or any of the other transactions contemplated hereby and no higher or additional vote is required pursuant to the Company's or ExistingSub's certificate of incorporation or otherwise.
Required Votes. A majority of the votes entitled to vote on a matter represented at a meeting of shareholders at which a quorum is present shall be required to take action on the matter, except for elections of directors which shall require a plurality of votes, unless a different number is required by the articles of incorporation, these bylaws, or by law.
Required Votes. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is required by the articles of incorporation or by these bylaws or by law.
