Super Majority Approval Sample Clauses

Super Majority Approval. The applicable Super Majority shall have approved the FIS Closing as required under Section 2.12 , if applicable.
Sample 1
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Super Majority Approval. The applicable Super Majority shall have approved the IDIT Closing as required under Section 2.12 , if applicable.
Sample 1
Super Majority Approval. The foregoing notwithstanding, the following actions by Newco shall require the affirmative vote of the holders of a majority of Class A Shares and the affirmative vote of the majority of holders of Class B Shares: (a) Offering to sell Shares to the public; and (b) Amending the Articles of Association.
Sample 1
Super Majority Approval. The following matters shall be adopted only upon the affirmative vote of at least five (5) of the Directors: (a) any sale of all or substantially all of the assets of the Company or any of its subsidiaries, in each case whether or not resulting in any distribution or payment of any cash or property to the debt holders and shareholders of the Company in their capacity as such; (b) any authorization, declaration or payment of any dividends or any other distribution with respect to Common Shares in accordance with Section 4.1. (c) any authorization, issuance or creation (by recapitalization or otherwise) of any debt securities of the Company or any of its subsidiaries; (d) formation of, acquisitions of, or investments in, businesses (or part thereof) or direct or indirect subsidiaries, by the Company or any of its subsidiaries (whether through assets, shares or other securities); (e) dispositions of any business or investment (or part thereof) by the Company or any of its subsidiaries (whether through assets, shares or other securities, other than the disposal of assets constituting inventory in the ordinary course of business consistent with past practices); (f) the removal of the CEO or the CFO as Officers of the Company; (g) approval of the Annual Business Plan; provided, that if the Annual Business Plan is not approved, then the prior year’s Annual Business Plan will remain in effect until such time as a new Annual Business Plan is approved; (h) interim changes to the Company’s budget contained in the Annual Business Plan greater than two percent (2%) for any line item individually or four percent (4%) in the aggregate; (i) to the extent not contained in the Annual Business Plan: (i) any Contracts, or series of related Contracts, written or oral, of the Company or any of its subsidiaries with a value over the life of such Contract, or Contracts, in excess of US$1,000,000, except for (x) the renewal of any Contract made on market terms and (y) purchase and sale agreements for Tubular Products entered into in the ordinary course of business; (ii) any incurrence of Indebtedness, other than (a) Third Party accounts payable incurred in the ordinary course of business consistent with past practices and not in excess of US$1,000,000 in any one instance or US$2,000,000 in the aggregate annually; (iii) any satisfaction or discharge of any Indebtedness or any payment of any obligation of the Company or any of its subsidiaries in excess of US$1,000,000, other than i...
Sample 1
Super Majority Approval. The following matters shall be adopted only upon the approval of at least four (4) of the five (5) members of the Board of Managers: (a) any sale of all or substantially all of the assets of the Company or any of its subsidiaries, in each case whether or not resulting in any distribution or payment of any cash or property to the debt holders and the Members in their capacity as such, other than in connection with a Sales Event; (b) any authorization, declaration or payment of any distribution to the Members (other than the Tax Distribution set forth in Section 4.1 or the distributions to the holder of a Preferred Interest set forth in Section 3.4(a)(ii) and Section 3.4(a)(iii)); (c) any authorization, issuance or creation (by recapitalization or otherwise) of any debt or equity securities of the Company or any of its subsidiaries (including Interests), except for the issuance of debt not exceeding $1,000,000 annually; (d) formation of, acquisitions of, or investments in, businesses (or part thereof) or direct or indirect subsidiaries, by the Company or any of its subsidiaries (whether through assets, shares or other securities), except for investments not exceeding $1,000,000 annually; (e) dispositions of any business or investment (or part thereof) by the Company or any of its subsidiaries (whether through assets, shares or other securities, other than the disposal of (i) assets constituting inventory and (ii) assets that are obsolete or not otherwise useful to the business so long as the disposal of such assets does not exceed $100,000 per transaction or $1,000,000 in the aggregate annually, in the case of clauses (i) and (ii), in the ordinary course of business consistent with past practices); (f) the hiring or the removal of the General Manager or the Controller; (g) approval of the Annual Business Plan annually; provided, that if the Annual Business Plan is not approved, then the prior year’s Annual Business Plan will remain in effect with no changes until such time as a new Annual Business Plan is approved; (h) authorization, grant or reservation for issuance of any options, appreciation rights, phantom rights or warrants, or other equity-based plans; (i) the instigation or settlement of any claim, suit, action, case or proceeding involving (a) an amount in dispute in excess of $1,000,000 above the amount covered by insurance or (b) threats to the reputation of the Company, any of its subsidiaries, or any of its Members or members of the Board of Man...
Sample 1
Super Majority Approval. The following matters will require the prior vote or written consent by Super Majority Interest of the Members who are not the subject of a Dissolution Event: (i) Except as provided in Section 7.4, the transfer of a Membership Interest and admission of the assignee as a Member of the Company in accordance with Article 7. (ii) Any amendment of the Certificate or this Agreement. (iii) A decision to relieve the obligation of a Member to make a Capital Contribution. (iv) A decision to change the purpose of the Company. (v) A decision to admit additional Members to the Company. (vi) A decision to sell, lease, transfer or otherwise dispose of the Company’s equity, assets or liabilities. (vii) A decision to exercise the RFR as contemplated in Section 2.7. (viii) The extension or creation of any guarantee, mortgage, pledge or other security interest on a material asset, or all or substantially all the assets of the Company or a subsidiary thereof, outside the ordinary course of business. (ix) A decision to merge or consolidate the Company with another entity, or to acquire the Company in some other manner. (x) A decision to establish different classes of Membership Interests. (xi) A decision to dissolve the Company or to cease all or substantially all Company’s business and activities. (xii) A decision to require an additional contribution of capital by the Members. (xiii) To establish subsidiaries of the Company (or joint ventures) to assist in the operation of the Company and Services throughout the Territory, or to invest in an entity outside Company’s main line of business. (xiv) To declare a distribution or dividend to any Member. (xv) A decision to amend the number of Members of the Company. (xvi) A decision to register the equity securities of the Company for an initial public offering with any public securities exchange. (xvii) A decision to amend the compensation paid to Members of the Company (xviii) A decision to maintain less cash on hand then is necessary to cover the leading six (6) month period’s expected net losses or “burn rate.” (xix) A decision to enter any transaction or business relationship with or between the Members and/or their Affiliates. (xx) (i) Any material amendment to the Location Agreement, (iii) a decision to exercise or waive any rights under the Location Agreement or (iii) a decision to approve any matters under the Location Agreement; provided, however, in the event there is any amendment or modification to the Location Agreemen...
Sample 1
Super Majority Approval. The Board shall require a super majority (80% or more) on major issues. Major issues will include: (a) Selling, leasing, licensing or otherwise transferring all or substantially all of the assets of PMC, or any asset(s) with a fair market value exceeding $10,000 in a single transaction or series of related transactions. (b) Entering into any "Material Contracts" which shall be defined as contracts involving dollar commitments in excess of $5,000, and all employment related agreements. (c) Borrowing or incurring any indebtedness or granting any collateral or security (by way of guaranty or otherwise) for any indebtedness or obligations other than open accounts payable to unaffiliated third parties in the ordinary course of business. (d) Direct or indirect equity sale of greater than 15% of the outstanding stock through any single entity or through an offering. (e) Amending PMC's Certificate of Incorporation or Bylaws. (f) Amending or waiving any provisions of the Bridge Financing Agreements. (g) Causing a merger, consolidation or combination of PMC with another entity, or engaging in any stock splits, reverse stock splits or recapitalizations. (h) Repurchasing any interest in the equity of PMC, other than the Series B Preferred Stock. (i) Dissolving, liquidating or filing bankruptcy or seeking relief under any debtor relief law. (j) Making any distributions, whether in cash or property, including dividends, to any of the directors or shareholders of PMC (other than the holders of the Series B Preferred Stock) with respect to their ownership interests. (k) Causing a change in the nature of the business or the legal name of PMC. (l) Other than the payment of up to $2,000 per month in the aggregate to Xxxxxxx Xxxxxx and/or his affiliated company, Polar Research Corporation, engaging in any transaction with any relative, affiliate or related party of any equity owner, director, officer, or other member of PMC's Board of Directors, including, without limitation, the employment of any such party. (m) Engaging in any transactions or negotiations with respect to undertaking to make a registered public offering of any securities of PMC. (n) The election or removal of Board members or a change in the size of the Board, except that supermajority approval will not be required for the election of members of the Board in the manner specified in Section 4.02 or for a change in the size of the Board in the manner specified in Section 4.07(c). Notwithstanding the above supe...
Sample 1
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Related to Super Majority Approval

  • Approval by the Board Notwithstanding the foregoing, the Advisor may not take any action on behalf of the Company without the prior approval of the Board or duly authorized committees thereof if the Charter or Maryland General Corporation Law require the prior approval of the Board. If the Board or a committee of the Board must approve a proposed investment, financing or disposition or chooses to do so, the Advisor will deliver to the Board or committee, as applicable, all documents required by it to evaluate such investment, financing or disposition.

  • Member Approval The “vote” or “approval” of the Members shall mean approval by a majority percentage of Membership Interest. Members shall vote or approve by their percentage interest as shown on Exhibit A of this Agreement. No annual or regular meetings of the Members are required. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act.

  • HSR Approval The applicable waiting period under the HSR Act shall have expired or been terminated.

  • City Approval All labor, materials, tools, equipment, and services shall be furnished and work performed and completed subject to the approval of City or its authorized representatives, and the quality of the workmanship shall be guaranteed for one year from date of acceptance.

  • Agency Approval The Servicer has been approved by FNMA or FHLMC and will remain approved as an "eligible seller/servicer" of conventional, residential mortgage loans as provided in FNMA or FHLMC guidelines and in good standing. The Servicer has not received any notification from FNMA or FHLMC that the Servicer is not in compliance with the requirements of the approved seller/servicer status or that such agencies have threatened the servicer with revocation of its approved seller/servicer status.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Authorization, Approval, etc No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required either (a) for the pledge by the Pledgor of any Collateral pursuant to this Pledge Agreement or for the execution, delivery, and performance of this Pledge Agreement by the Pledgor, or (b) for the exercise by the Collateral Agent of the voting or other rights provided for in this Pledge Agreement, or, except with respect to any Pledged Shares, as may be required in connection with a disposition of such Pledged Shares by laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Pledge Agreement.

  • Corporate Authority; Approval Parent and each of the Merger Subs have all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a party, subject to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger Subs. This Agreement has been duly executed and delivered by Parent and the Merger Subs and constitutes a valid and binding agreement of Parent and the Merger Subs, enforceable against each of Parent and the Merger Subs in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares of Parent Common Stock (the “Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approval.

  • Course Approval Approval for dual credit shall be by the LEA and POSTSECONDARY INSTITUTION representatives on a course-by-course basis each semester based on the student’s prior coursework, career pathway, and/or academic readiness. There is no state limit to the number of credits a student may earn through dual credit in an academic term; however, the student must meet eligibility requirements.

  • AUTHORITY APPROVALS Except as otherwise indicated elsewhere in this Agreement, wherever in this Agreement approvals are required to be given or received by Authority, it is understood that the CEO, or a designee of the CEO, is hereby empowered to act on behalf of Authority.

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