Super Majority Approvals Sample Clauses

Super Majority Approvals. Without the unanimous vote, approval or consent of (a) all the Growblox Designees, and (b) all the Xxxxxxx-Xxxxxx Designees (a “Super Majority Approval”) on the matters set forth below (each a “Major Decision”), the Company shall not, and shall not permit any Company Affiliate, to: (a) increase or decrease the size of the Board or remove the Manager or any member of the Board; provided that Xxxxxxx-Xxxxxx may remove any Xxxxxxx-Xxxxxx Designee and replace such individual with another individual designated by Xxxxxxx-Xxxxxx without Super Majority Approval, and Growblox may remove any Growblox Designee and replace such individual with another individual designated by Growblox without Super Majority Approval; (b) except for admission of additional Members in connection with the Offering of up to $1,250,000 and the contemplated Follow-on Offering of up to $4,750,000, admit any additional Members or issue any additional Units of Membership Interests or other securities convertible into or exercisable or exchangeable for any Membership Interests; (c) increase the authorized number of Units of Membership Interests or any additional class of Membership Interests; (d) incur any indebtedness for borrowed money in excess of $500,000, individually or in the aggregate; (e) commit or consummate any Special Issuances; (f) except in connection with (i) a Liquidity Event to be effected after thirty-six (36) months from the Expiration Date of the Offering as provided in Section 3.5.1(f) above, or (ii) the exercise of the Exchange Transaction contemplated by Section 3.8 below, enter into any agreement in respect of a Fundamental Transaction or Liquidating Transaction or consummate or consent to any Fundamental Transaction or Liquidating Transaction; provided, that the final terms and conditions of any such Liquidity Event, Fundamental Transaction or Liquidating Transaction shall be subject to the provisions of this Section 3.7. (g) except as otherwise contemplated by this Agreement, permit or consent to the sale, transfer or assignment (collectively, “Transfer”) by any Member of Units of Membership Interests, other than Transfers to Affiliates of any of the Members or to members of their immediate family or trusts for the benefit of such immediate family members; (h) cause or permit the Company to consummate any acquisition of any securities or assets of any Person; (i) remove or replace Xxxxxxx-Xxxxxx as President and Chief Executive Officer or remove or replace Xxxxxxx Xxx...
Sample 1
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Super Majority Approvals. Notwithstanding anything to the contrary contained in this Agreement, until such time as either the Cypress Group or the SP Group no longer has the right to designate three directors pursuant to Section 4.2(a), each of the following actions (the "Super-Majority Actions") shall require the approval of at least two directors designated by the Cypress Group and at least two directors designated by the SP Group: (a) any amendment or modification of any of the Charter Documents; (b) any merger, consolidation, amalgamation, recapitalization or other form of business combination (other than any acquisition that would be permitted under clause (d) below) involving the Company or any subsidiary of the Company; (c) any sale, conveyance, lease, transfer or other disposition of all or substantially all of the assets of the Company; (d) any single acquisition or series of related acquisitions of assets, including stock (whether by purchase, merger or otherwise), involving gross consideration in excess of $5 million; (e) any change in the Company's Line of Business, whether by acquisition of assets or otherwise; (f) any issuance of or agreement to issue, or any repurchase, redemption or other acquisition or agreement to repurchase, redeem or otherwise acquire, any shares of capital stock of the Company or any of its subsidiaries or rights of any kind convertible into or exercisable or exchangeable for, any shares of capital stock of the Company or any of its subsidiaries, or any option, warrant or other subscription or purchase right with respect to shares of capital stock; (g) (i) any filing by the Company of a Registration Statement to register Common Stock or Convertible Securities, other than any filing upon the demand or request of a security holder of the Company in accordance with this Agreement or any Other Agreement approved by the Board of the Directors pursuant to clause (ii) below, and (ii) the entering into or amendment of any Other Agreement (it being agreed that the Amended Existing Stockholders Agreement as in effect on the date of this Agreement has been approved for purposes hereof); (h) any declaration or making of any dividend or other payment or distribution on account of any shares of capital stock of the Company (whether in cash or property), other than regular dividends on preferred stock of the Company issued in accordance with clause (f) above; (i) any incurrence or guarantee of indebtedness by the Company or any of its subsidiaries, other than...
Sample 1

Related to Super Majority Approvals

  • Requisite Approvals Upon execution of this Agreement, it will have taken all necessary actions pursuant to its governing documents or other legally sufficient means to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto, and the consummation of the transactions contemplated hereby and thereby.

  • 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.

  • Authorization; Approvals The issuance of the Policy and the execution, delivery and performance of this Agreement and the Insurance Agreement have been duly authorized by all necessary corporate proceedings. No further approvals or filings of any kind, including, without limitation, any further approvals of or further filings with any governmental agency or other governmental authority, or any approval of the Insurer’s board of directors or stockholders, are necessary for the Policy, this Agreement and the Insurance Agreement to constitute the legal, valid and binding obligations of the Insurer.

  • Agency Approvals The Servicer is an approved servicer for FHLMC, FNMA, GNMA, HUD and VA is an FHA-Approved Mortgagee and is qualified to own and hold VA Mortgage Loans, and shall maintain such approvals throughout the term of this 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.

  • Consents and Approval Except where expressly provided as being in the sole discretion of a Party, where agreement, approval, acceptance, consent, confirmation, notice or similar action by either Party is required under this Agreement, such action shall not be unreasonably delayed or withheld. An approval or consent given by a Party under this Agreement shall not relieve the other Party from responsibility for complying with the requirements of this Agreement, nor shall it be construed as a waiver of any rights under this Agreement, except as and to the extent otherwise expressly provided in such approval or consent.

  • Board Approvals The Company Board of Directors, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement, the Offer and the Merger are advisable and fair to and in the best interests of the stockholders of the Company, (ii) duly and validly approved, adopted and declared advisable this Agreement and the Transactions and taken all other corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions, and (iii) resolved to recommend, subject to Section 5.2, that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer, and approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified, except as provided in Section 5.2. The action taken by the Company Board of Directors constitutes approval of the Transactions (including each of the Offer and the Merger) by the Company Board of Directors under Section 203 of the DGCL, and no other state takeover statute or similar statute or regulation in any jurisdiction in which the Company does business is applicable to the Transactions (including each of the Offer and the Merger).

  • Consents, Approvals, Etc No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, or the Insider Letter, except for the registration under the Act and the Exchange Act of the Securities, and such as may be required under the state securities or blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Registration Statement, Statutory Prospectus and the Prospectus.

  • 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.

  • Consents and Approvals No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.

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