Super-Majority Requirements Sample Clauses

Super-Majority Requirements. In no event may action be taken by the Shareholders or the Board of Directors of the Corporation regarding a Fundamental Issue without the approval, by vote or written consent, of Shareholders holding not less than eighty percent (80%) of the issued and outstanding voting shares. “Fundamental Issue” means any of the following matters: (i) amendment of the Articles of Incorporation or Bylaws of the Corporation; (ii) issuance of additional shares or other increase of the Shareholders’ equity in the Corporation; (iii) merger or consolidation of the Corporation with another entity; (iv) transactions by the Corporation with any Shareholder or any related party other than in the ordinary course of business; (v) redemption of stock; (vi) dissolution; (vii) transactions where the Corporation would borrow or expend funds of more than Five Hundred Thousand and 00/100 Dollars ($500,000.00); and (viii) sale of all or substantially all of the Corporation’s assets outside of the ordinary course of business.

Super-Majority Requirements. Until the earlier of (1) Atlantic owning less than 20% of the capital stock of TeraComm (on a fully-diluted basis), and (2) the second anniversary of the date of this agreement, without the prior written consent of the holders of a majority the Shares and Conversion Shares considered together TeraComm shall not do any of the following or enter into a Contract to do any of the following: (1) engage in any merger or consolidation with or into any other entity, or sell, lease or otherwise dispose of all or substantially all or any significant portion of its assets (collectively, a "Sale Transaction"), for a period of 18 months from the Closing (the "Lock-Up Period"); (2) engage in any Sale Transaction after the Lock-Up Period, unless Atlantic's pro rata share of the proceeds from that Sale Transaction is promptly distributed to it in cash; (3) redeem, purchase, or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any shares of its capital stock, except for the repurchase of shares of its capital stock from employees, officers, directors, consultants or other persons performing services for TeraComm pursuant to agreements under which the issuing corporation has the option to repurchase such shares at cost or at cost upon the occurrence of certain events, such as the termination of employment, on condition that the aggregate amount so paid to repurchase shares of capital stock during any period of twelve consecutive months shall not exceed $50,000; (4) declare or pay any dividends (whether in cash, shares of stock or otherwise) on, or make any other distribution in respect of its capital stock; (5) take any action (A) that would alter the powers, preferences or rights of the Shares or (B) to create any new class or series of stock having a preference over or being on a parity with the Shares with respect to dividends, redemption, voting, liquidation or otherwise; (6) engage in any transaction, pay any fee or other remuneration, or enter into, amend, modify or otherwise alter any Contract with any of its directors, officers or stockholders or any Affiliate, other than as required by the Transaction Documents to which it is party; (7) amend the Restated Certificate of Incorporation or its by-laws; (8) organize any Subsidiaries; (9) engage in any business other than development of high-speed fiber optic communications technologies and other lines of business related thereto or move or attempt to move substantially all of its assets o...