Requisite Vote. (a) Except as otherwise expressly provided in this Agreement, all matters presented to the Management Committee shall be approved by the affirmative vote of a majority of the Representatives present at any meeting of the Management Committee at which there is a quorum (the foregoing is referred to herein as a "Majority Vote").
(b) The day to day management and operation of the Company shall be the responsibility of the CEO, who shall be appointed by the Management Committee as provided in Section 8.01, and who shall have the same type of authority as is incident to the office of a chief executive officer of a Delaware corporation.
Requisite Vote. Except for the Buyer Stockholder Approval, no vote or consent of the holders of any class or series of capital stock of the Buyer is necessary to approve this Agreement or the transactions contemplated hereby.
Requisite Vote. For purposes hereof, “Requisite Vote” as of any given date shall mean the affirmative vote of the holders of Trust Certificates then holding at least eighty percent (80%) of the shares of beneficial interest in the Voting Trust as reflected on the books and records of account maintained by the Trustees hereunder.
Requisite Vote. The Certificate of Incorporation and Bylaws of the Company provide that a vote of a majority of the total voting power of the Company's capital stock, together with a vote of a majority of the Series C-1 Shares, is sufficient to approve the Amendment and the UA Share Issuance. The signatories to the Irrevocable Proxy constitute at least 51% of the holders of the Series C-1 Shares.
Requisite Vote. The only vote required to adopt this Agreement and approve the Arrangement is the affirmative Requisite Vote.
Requisite Vote. Unless specifically indicated in this Agreement, at all meetings of the Management Committee, every issue arising at such meeting shall be decided by no less than three (3) of the four (4) members of the Management Committee.
Requisite Vote. Old NHT shall have obtained the Requisite Vote.
Requisite Vote. The only vote of any class or series of Parent’s capital stock necessary to approve (i) the rights of holders of Parent Special Stock to convert such stock into shares of Parent Common Stock and (ii) the voting rights of the Parent Special Stock, in each case in accordance with the Series A Special Stock Certificate of Designations, is the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock at the Parent Stockholders’ Meeting (the “Stockholder Approval”).
Requisite Vote. (a) The Parent shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Parent to duly give notice of, convene and hold a meeting of its stockholders (including any postponement, adjournment or recess thereof, the “Parent Stockholders Meeting”) for the purpose of obtaining the Requisite Parent Vote, to be held as promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act (and no later than forty-five (45) days after such date). As promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act, the Parent Board shall solicit from stockholders of the Parent proxies in favor of such issuance. Notwithstanding anything to the contrary contained in this Agreement, the Parent (i) shall be required to adjourn or postpone the Parent Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Parent’s stockholders or (B) if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Parent Stockholders Meeting, and (ii) may adjourn or postpone the Parent Stockholders Meeting if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to obtain the Requisite Parent Vote; provided, however, that unless otherwise agreed to by the Parties, the Parent Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Parent Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Parent Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided, further, that the Parent Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Termination Date. The Parent shall promptly provide the Company and the Stockholder Representative with all proxy tabulation reports relating to the Pa...
Requisite Vote. By either Roadrunner or Coyote upon delivery of written notice to the other if approval of the Stock Issuance by the stockholders of Roadrunner shall not have occurred at the Stockholders Meeting or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken.
