Super Majority Vote. Termination and removal shall require a Super Majority vote of the Board at a regular or special meeting during which the accused Member shall have the opportunity to present relevant evidence in its defense as determined by the Board.
Super Majority Vote. Only prior to the Company's IPO, decisions ------------------- of the Board of Directors shall require a super-majority, defined as the vote of five directors, one of which shall be by a director designated by @viso, with respect to the following transactions (except where such transactions or arrangements are contemplated by this Agreement or any related agreements or documents):
(a) any proposal to the general meeting to distribute a dividend or other distribution;
(b) any proposal to the general meeting to make any acquisition in which more than 20% of the stock of the Company is issued, or any sale of more than 20% of the Company's assets, or any capital expenditure representing more than 20% of the Company's assets, or to the extent the board of directors is authorized to resolve upon the issuance of shares pursuant to Article 4 of the Articles of Association of the Company, a resolution to accomplish any such sale of assets or capital expenditure;
(c) any material contracts or arrangements with PeoplePC, or @viso or SBCP or their affiliates, other than contracts or arrangements (i) contemplated by this Agreement or any related agreements or documents or (ii) entered into in the ordinary course of business;
(d) any proposal to the general meeting to adopt compensatory stock option or other equity incentive plans which, in the aggregate, reserve for issuance more than 15% of the Company Securities at their date of adoption, or to the extent the board of directors is authorized to resolve upon the issuance of shares pursuant to Article 4 of the Articles of Association of the Company, a resolution to accomplish any such stock option or equity incentive plan; or
(e) a dedication of a material amount of assets to an activity that is outside the Company's stated purpose.
Super Majority Vote. The Stockholders and the Company agree that, except as otherwise provided in Section 7 below, the Company shall not take any of the following actions without the affirmative vote or consent of at least eighty percent (80%) of the members of the Board of Directors (and, to the extent Delaware law requires stockholder approval to take such action, without affirmative vote or consent of at least eighty percent (80%) of the issued and outstanding capital stock of the Company):
(a) amend, repeal or alter in any way the Certificate of Incorporation or Bylaws of the Company or any of its subsidiaries;
(b) merge or consolidate or agree to merge or consolidate the Company with or into any other legal entity, or convert the Company into any other legal entity, or authorize a share exchange;
(c) liquidate, dissolve, reorganize or recapitalize the Company or adopt any plan to do so;
(d) issue, sell or seek to register for a public offering any shares of capital stock of the Company or any options or rights to purchase any shares of capital stock of the Company, whether or not such shares have been previously authorized or issued, except for performing its obligations under Section 1.2(b) of the Stock Purchase Agreement by and among Company, Home Service and Xxxxxxx dated May 29, 1998 ("Stock Purchase Agreement"), and performing its obligations under that certain Registration Rights Agreement (the "Registration Rights Agreement") of even date herewith by and between the Company, Xxxxxxx and Home Service;
(e) declare or pay any dividends on, or make any other distributions upon or in respect of, or purchase, retire or retain any shares of the capital stock of the Company, or set aside any funds for such purposes except as otherwise set forth in the Employment Agreement between the Company and Xxxxxxx, or in Section 1.3(a) of the Stock Purchase Agreement;
(f) except as provided in the annual capital budget of the Company approved by the Board of Directors, make any capital expenditures or any capital additions or improvements requiring the payment of more than an agreed to amount for any one capital addition or improvement, or an aggregate of more than an agreed to amount in any 12-month period for all capital additions and improvements, except as may be involved in ordinary repairs, maintenance and replacement and minor plant and equipment additions;
(g) acquire any stock or assets of any legal entity or invest in or acquire any interest in any business enterprise;
(h) ...
Super Majority Vote. Removal shall require a Super Majority vote of the CMCB at a meeting during which the Contracting Party shall have the
Super Majority Vote. (a) Wings’ by-laws will be amended, as of the first board of directors meeting following the effective date of this Letter Agreement, to afford the Series C Directors, for so long as the “Required Board Vote” requirements set forth in Article III, Section 6 thereof remain in effect, the ability to form a blocking coalition with respect to the items listed in items (i)-(xiv) of such Section 6 (copies of which are attached as Exhibit A hereto) and the items listed on Exhibit B hereto by voting against any proposed action referred to in such items along with any two directors of Wings, of whom not more than one may be a designee of Koninklijke Luchtvaart Maatschappij N.V. (“KLM”) and not more than one may be any of Messrs. Xxxxxxx, Xxxxxx or Xxxxx or any person who fills a vacancy arising from the resignation, death, removal or expiration of the term of any of Messrs. Xxxxxxx, Xxxxxx or Xxxxx. Thus, the negative votes of the three Series C Directors along with two negative votes from among the other directors would preclude the Company from undertaking any of the actions listed (i) in items (i)-(xiv) of Article III, Section 6 of the Wings by-laws or (ii) on Exhibit B
Super Majority Vote. A. A Super Majority vote is required for
i. Voting on the sale of the property
ii. Voting to accept a lower offer on the sale of the property
iii. Voting on the removal of the property manager
B. All Owners who are comprised of a Group acknowledge and agree that only the Designated Party for an Group shall be permitted to vote on behalf of such Group, and it shall be conclusively presumed for all purposes that the Designated Party is acting with the authority and consent of all other Parties comprising that Group. Any disputes shall be resolved among the Group and shall not involve the other Owners or the PHC.
Super Majority Vote. Except as specifically provided below in this Section 3.2, a Disposition of a Membership Interest shall not occur without a Supermajority Vote of the Members. Any attempted Disposition of a Membership Interest, or a part thereof, other than in accordance with Section 3.2 of this Agreement shall be null and void ab initio.
Super Majority Vote. Notwithstanding any contrary provision of this Agreement, the Company shall not, and the Managing Member shall not have the authority to cause the Company to, do any of the following without the approval of the Board of Governors by a Super Majority Vote:
(i) issue additional Class A Units;
(ii) terminate a Defaulting Class A Member’s right to appoint a Team Governor (which Super Majority Vote shall exclude the vote of the Defaulting Class A Member);
(iii) engage in any other action which pursuant to this Agreement, requires the approval of the Board of Governors by a Super Majority Vote.
Super Majority Vote. Notwithstanding §16(a), any term, condition or other provision of this Agreement may be waived, modified, amended or supplemented in a writing signed by the RCM Trustee and the Super Majority, so long as (i) each of the parties hereto that holds Customer Securities Claims, FX/Unsecured Claims or (if applicable) the Xxxxxxxx Metals Claim is treated by the waiver, modification, amendment or supplement in the same manner as each other party holding such claims unless such party consents to any different treatment contemplated thereby or (ii) if the waiver, modification, amendment or supplement is timely objected to by another party, the forum chosen pursuant to §17 does not find that the objecting party is materially prejudiced thereby. For purposes of this subsection, an objection by a party is timely if lodged with the RCM Trustee within 15 calendar days following its receipt of notice of the intended waiver, modification, amendment or supplement.
Super Majority Vote. Other issues that require resolutions by the ------------------- Board may be raised at a duly convened meeting of the Board and must be adopted by the affirmative vote of a majority of the directors present in person, or by proxy at such meeting where a quorum is present; provided that the affirmative vote of at least one director appointed by PARTY B is required.
