Special Voting Requirements. Without regard to any provision to the contrary in Section 8.7, with respect to any matter that shall be submitted to the Record Holders of Listed Shares entitled to vote thereon pursuant to Subsection 4.3(d), the act of the Record Holders of a majority of the Listed Shares then Outstanding shall be deemed to constitute the act of the Record Holders of Listed Shares.
Special Voting Requirements. Notwithstanding any other provision of these Bylaws, and except as set forth in the Certificate of Incorporation and Section
Special Voting Requirements. The following actions, when submitted to the stockholders of the Corporation for their consideration, shall require the affirmative vote of at least 66 2/3% of the outstanding Common Stock of the Corporation: amendment of Sections (a), (b), or (c) of Article V of the Certificate of Incorporation. The foregoing voting requirements shall not otherwise be deemed to affect the voting rights granted by this Certificate of Incorporation, the By-laws, or the Delaware General Corporation Law, to the Board.
Special Voting Requirements. (a) Notwithstanding the provisions of Section 4.3 regarding voting requirements and subject to the other provisions of this Agreement, no action with respect to any Major Action (as defined in paragraph (b) below), shall be effective unless: (i) at all times when IB and MXUS2 are the only Holdings Members, approved by unanimous consent of the Board, or (ii) at all times when IB and MXUS2 are Holdings Members but not the only Holdings Members, approved by Directors holding a majority of the Total Votes, including the affirmative vote of all of the votes of Directors designated by each of IB and MXUS2, in each case acting at a meeting. In addition, unless approved by the Board as provided above, the Member on behalf of BOX Options shall not take or permit BOX Options to take any Major Action. No other Member votes are required for a Major Action.
(b) For purposes of this Agreement, “Major Action” means any of the following:
Special Voting Requirements. In addition to any requirement in the Company’s Certificate of Incorporation or Bylaws, a Supermajority Vote of the Board of Directors at a duly called meeting or by written consent in lieu of a meeting shall be required for the Company to undertake any of the following actions on or before the earlier of the Call Closing Date (or, the Select Call Closing Date, should it occur) or the Put Closing Date, as applicable, or December 31, 2010:
(a) any increase or decrease in the number of Designated Directors that Primedia or the Stockholder Representatives are entitled to designate pursuant to Section 2.1(a) or Section 4.8;
(b) the dissolution, winding up or liquidation of the Company;
(c) the filing of a voluntary bankruptcy petition or the filing of a petition or an answer seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Legal Requirement on behalf of the Company or any Subsidiary holding a majority of the assets of the Company and its Subsidiaries, taken as a whole;
(d) any disposition (whether by sale, exchange, merger, consolidation, license or otherwise, directly or indirectly) of all or any significant portion of the assets of the Company or of any Company Subsidiary in a single transaction or series of related transactions;
(e) incurrence by the Company or any Company Subsidiary of any liability, direct or indirect, actual or contingent, with respect to any indebtedness for borrowed money, or any mortgage, deed of trust, pledge or other security device securing any such liability or the refunding, refinancing, increasing, modification, consolidation or extension of the maturity of any of the foregoing other than any such obligations as would not be significant to the business of the Company as a whole;
(f) any acquisition by the Company or any Company Subsidiary of any business or other Person (including any minority interest therein), whether by way of stock purchase, asset purchase, merger, consolidation or otherwise;
(g) any delivery to Stockholders of a Capital Call Notice;
(h) entering into, amending, extending, renewing or waiving any Company rights under any agreement between the Company and Primedia; and
(i) any termination without Cause (as defined in the applicable Employment Agreement) of the Chief Executive Officer or Chief Operating Officer.
Special Voting Requirements. (a) Notwithstanding the provisions of Section 4.3 regarding voting requirements and subject to the other provisions of this Agreement, no action with respect to any Major Action (as defined in paragraph (b) below), shall be effective unless: (i) at all times when IB and MXUS2 are the only Members of BOX Holdings, approved by unanimous consent of the Board, or (ii) at all times when IB and MXUS2 are Members, but not the only Members, of BOX Holdings, approved by Directors holding a majority of the Total Votes, including the affirmative vote of all of the votes of Directors designated by each of IB and MXUS2, in each case acting at a meeting. In addition, unless approved by the Board as provided above, none of the Members on behalf of BOX Holdings shall enter into or permit BOX Holdings to enter into any Major Action. No other Member votes are required for a Major Action. For the avoidance of doubt, however, no action may be taken to alter the rights specifically granted to the Class B Units or individual Members or the Exchange or adversely affect such Class B Units or Members or the Exchange, except as provided in the Members Agreement, without complying with Section 18.1.
(b) For purposes of this Agreement, “Major Action” means any of the following:
Special Voting Requirements. The President of the Company shall --------------------------- have the authority to commit the Company vis-a-vis third parties except for the actions described in Article 20 of the Articles and further listed below which shall each require the unanimous prior approval of the Board:
(a) the determination of the annual budget, including the investment budget and the financing plan, as well as any decision which has the effect of increasing the expenses of the Company in a given fiscal year beyond the budget set for such fiscal year;
(b) the approval of the annual accounts, including the distribution of any dividends;
(c) any acquisition or disposition of any interest in any company, partnership, trust or similar entity
(d) the hiring or dismissal of any employee whose annual gross remuneration exceeds or shall exceed FF 300,000 per year, as well as the establishment or modification of the Company's remuneration policy; (e) any proposal to increase the Company's capital and, more generally, to modify the Company's Articles;
Special Voting Requirements. Any decision of the Board relating to financial matters including, but not limited to, money, expenditures, changes in the fees or dues structure for the Authority, the issuance of debt, the budget or other finances, shall require a Majority Vote and also the affirmative vote of at least three (3) Directors of the Board (a “Super Majority Vote”).
Special Voting Requirements. In order to amend the Bylaws, except as provided in Article 20 with respect to the board of directors, two-thirds (2/3) of the Sector votes cast shall be required to approve the proposed amendment. The substance of the proposed amendment must be contained in the notice of the meeting at which the vote will be taken; provided that, the Members may modify a proposed bylaw amendment at the meeting. Two-thirds (2/3) of the Sector votes cast shall be required to approve any proposal to terminate the Corporation. To the extent practicable, all Member votes may be held electronically under such terms and conditions as are approved by the Board.
Special Voting Requirements. Notwithstanding anything to the contrary in the Certificate of Incorporation or the By-laws of the Company or this Agreement, so long as Falcon and its Permitted Transferees continue to own at least fifty percent (50%) of the number of the Stockholder Shares Falcon owns on the date hereof (with such securities deemed to be continued to be so owned when exercised or converted into, or exchanged for, shares of Common Stock), the Company and the Stockholders agree not to cause or permit the Company or any Subsidiary thereof to take any of the actions set forth below without the affirmative vote or written consent of Stockholders holding at least a majority of the Falcon Securities held by Falcon and its Permitted Transferees in the aggregate:
(i) except to the extent permitted by the Falcon Purchase Agreement, entering into any transaction or amending in any material respect the terms of any existing transaction with any (i) director, officer (other than as to reasonable compensation arrangements), holder of 5% or more of any class of securities of the Company or any Affiliate thereof (other than a Subsidiary of the Company), (ii) individual related by blood or marriage (a “Related Person”) to such director, officer, or security holder, (iii) Affiliate (other than the Company or any Subsidiary thereof) of such director, officer, security holder or Related Person or (iv) Person (other than the Company or any Subsidiary thereof) in which such director, officer, security holder or Related Person has an interest of greater than 5% of the equity of such Person;
(ii) other than an Approved Sale, the sale (whether by merger or otherwise) of all or substantially all of the capital stock of the Company, or the sale (whether by merger or otherwise), lease or other disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis, in any transaction or series of related transactions;
(iii) the dissolution and liquidation of the Company or any Significant Subsidiary;
(iv) the issuance or sale by the Company, during the period after the Closing Date, of any of its equity interests, including Common Stock Equivalents, to current or future directors, officers, consultants, employees and strategic partners of the Company and any of its Subsidiaries, in an aggregate amount outstanding (excluding any such equity interests issued or sold to such Persons by the Company on or prior to the Closing Date, or after the Closing Date purs...
