Super Majority. When an action other than the election of members of the Board is to be taken by vote of the Members as required by law, it shall be authorized by a majority of the Member Interests represented at the meeting entitled to vote on the subject matter and such majority must include unanimous approval of the Founding Members. Any action required to be taken by the Members shall be authorized by the Founding Members as if the Founding Members have a majority of the Member Interests. “Member Interests represented at the meeting” shall be determined as of the time the existence of the quorum is determined. The Founding Members, so long as each shall remain a Member, shall comprise the Board.
Super Majority. 9 6.10 Termination of this Article .........................................9
Super Majority. No action by Carbon shall be taken with respect to the following without approval of the Board of Directors of Carbon which approval shall be by a super majority vote of the Board: Any change in the size or composition of the Board of Directors of Carbon or the nominating committee.
Super Majority. In the first year following the completion of the Merger, approval of any changes in the senior management listed above may only be made with approval of 80% or more of the TLC Board. To give effect to the foregoing, the employment agreements entered into by TLC with the senior management listed above shall provide, at a minimum, that in the first year following completion of the Merger the agreements can only be terminated with approval of 80% or more of the TLC Board.
Super Majority. 4 Section 1.37 Super Majority In Interest........................................4 Section 1.38 Supply Agreement..................................................4
Super Majority. In order for any member of the Board, Party, director, officer, manager or other Person to cause the Joint Venture to undertake, or to cause any Person thereof to undertake, any of the matters listed below (the "Super-Majority Resolutions"), the prior approval of two (2) of -------------------------- the three (3) members of the Board of the Joint Venture, shall be required to:
I. any agreement or transaction with a Party, member of the Board or an Affiliate
II. the admission of additional parties of the Joint Venture and the Board;
III. the approval of any new Business Plan with respect to any of the Projects ("Business Plan" is defined in Section 2.2) or ------------- ----------- material modification of an existing Business Plan (for this purpose, any change by 20% (twenty per cent) or more of any line item in the budget that is included in the Business Plan or any change in the Projects) and any Additional Joint Venture Contribution will be considered material);
IV. merger or combination of the Joint Venture with or into another joint venture, Person or entity;
V. sale or other disposition of all or substantially all of the Joint Venture assets or Joint Venture Contribution;
VI. any material change in the Business Activities, respective Business Plans, Xxxxxxx xxx Xxx Xxxxx 0 Project and any other Projects;
VII. any material change in accounting or tax policies of the Joint Venture;
VIII. conversion of the Joint Venture to another form of legal entity;
IX. entering into or amending the terms of any transaction or series of transactions between the Joint Venture and any Party, or Affiliate;
X. amending the terms and conditions of this Agreement;
XI. any change in the Joint Venture auditors; provided however, that the new auditors shall be an independent international recognized accounting firm;
XII. the Joint Venture incurring indebtedness for borrowed money in excess of US$30,000,000.00 (Thirty million dollars);
XIII. entering into any contract, agreement, or series of related contracts, or agreements obligating the Joint Venture in excess US$3,000,000.00 (Three million dollars);
XIV. the acquisition or disposition of any interest in any other business or the participation in any increase or reduction of the Joint Venture capital of any other business that is within the budget and consistent with the respective and applicable Business Plan;
XV. the purchase of real estate or other fixed assets or the sale and disposition of real estate or other fixed a...
Super Majority. A super majority of two-thirds (2/3) of the Board will be required to authorize any of the following actions:
(i) amendment to the Articles of Association of CTC;
(ii) termination and dissolution of CTC;
(iii) merger, split, or change of the organization form of CTC;
(iv) mortaging or granting a security interest on the assets of CTC;
(v) approval of the year-end financial statements of CTC;
(vi) approval of the CTC budget;
(vii) approval of all contracts between CTC and a Party or an affiliate company of a Party;
(viii) profit distribution plan of CTC, including the declaration of any dividends;
(ix) appointment of the General Manager and Chairman of the Board;
(x) removal of a Director pursuant to Article 6.2 of this Agreement.
Super Majority. A sufficient interest to constitute a Super Majority before:
Super Majority. The Parties agree that until such time as VTI completes a public offering of its Common Stock or ICS shall hold less than twenty percent of the total voting stock of VTI, whichever comes first, VTI will not, nor will the Parties hereunder permit VTI or any of VTI's subsidiaries, to effectuate any of the following actions without an affirmative vote of at least four members of the Board of Directors of VTI: (i) the issuance of any new shares (except pursuant to stock options as provided herein) or the creation of any new class of shares, (ii) the hiring or firing of the CEO, COO or CFO, (iii) the determination of the compensation (including stock options) payable to the executive officers, (iv) any agreement or commitment to incur any interest bearing debt to a third party the value of which, in the aggregate, exceeds $1,000,000 (except for alternate financing to repay the bridge financing of Section 5.7), (v) the disposition, other than in the ordinary course of business or in accordance with the approved business plan, of any material asset, (vi) any material deviation from the business plan approved, from time to time, by the board of directors of VTI, (vii) any changes to the certificate of incorporation or the bylaws of VTI, CFJ or TBS and (viii) any transaction that would fall within the definition of a related party transaction in accordance with GAAP or Item 404 of Regulation SK under the Exchange Act (irrespective of the application of the Exchange Act to VTI, CFJ or TBS). Each of the Parties shall take such action as shall reasonably be deemed by either thereof to be advisable to give effect to the provisions set forth in this section, including but not limited to incorporating such provisions in the Bylaws of VTI in effect at the Closing Date.
Super Majority. Lenders has the same meaning as Majority Lenders except that, for the purposes of calculating the relevant percentage, each reference in the definition of Majority Lenders to 66 2/3% shall be construed as a reference to 85%.
