Supermajority. A supermajority vote of two-thirds (2/3) of the voting members of the Board shall be required to approve the annual Department budget and all decisions or actions requiring the allocation of funds.
Supermajority. For supermajority approval, two thirds of responding contributors must vote in favor.
Supermajority. Members holding more than sixty-six and two-thirds percent (66.67%) of the Percentage Interest of the Company
Supermajority. Subject to the other provisions of this Agreement and the Members Agreement, none of the following actions by BOX Holdings shall be effective, and no Member, Director, Officer or employee of BOX Holdings shall take any action to cause any of the following to occur, unless approved by a vote of Members holding at least 67% of all outstanding Voting Units:
(i) merger or consolidation of BOX Holdings or BOX with any other entity, a Sale of BOX Holdings or BOX, or the sale, lease or transfer, by BOX Holdings or BOX, of any material portion of its assets;
(ii) entry by BOX Holdings or BOX into any line of business other than the business described, respectively, in Article 3 above or in Article 3 of the BOX LLC Agreement;
(iii) conversion of BOX Holdings or BOX from a Delaware limited liability company into any other type of entity;
(iv) except as expressly contemplated by the Members Agreement, BOX Holdings or BOX entering into any agreement, commitment, or transaction with any Member or any of its Affiliates other than transactions or agreements upon commercially reasonable terms that are no less favorable to BOX Holdings or BOX, respectively, than BOX Holdings or BOX would obtain in a comparable arms-length transaction or agreement with a third party;
(v) to the fullest extent permitted by law, taking any action to effect the voluntary, or which would precipitate an involuntary, dissolution or winding-up of BOX Holdings or BOX;
(vi) except as otherwise provided in the Facility Agreement or to the extent otherwise required by the Exchange to fulfill its regulatory functions or responsibilities or to oversee the BOX Market as determined by the board of the Exchange, the issuance, by BOX Holdings, of any additional equity interests in, or any securities exchangeable for or convertible into equity securities of, BOX Holdings other than the following, as approved by the Board and in the aggregate not to exceed ten percent (10%) of the outstanding equity interests of BOX Holdings: (A) equity interests, options or convertible securities issued as a dividend, Unit split or distribution on existing Units, (B) equity interests issued to employees or Directors of, or consultants or advisors to, BOX Holdings or one or more subsidiaries thereof pursuant to a plan, agreement or arrangement, (C) equity interests issued upon the exercise of options or convertible securities issued by BOX Holdings, provided each such exercise or conversion is in accordance with the terms of ...
Supermajority. The following actions shall require approval by a supermajority of the Interoperability Committee: (a) the proposed addition of a new Party, (b) a proposal to require connectivity to interoperability hubs other than the Central US IOP Hub as a condition to becoming or remaining a Party, (c) removal of an officer as provided in Section 8.C., (d) rescinding a previously imposed requirement for approval by supermajority with respect to an action, and (d) establishing criteria for entry of an Additional Party other than those criteria set out in Section VII (A), (B), or (C) in the main body of the Agreement. The foregoing is not an exclusive list of the actions that a majority of the Interoperability Committee may determine shall require a supermajority vote for approval.
Supermajority. Supermajority" means an affirmative vote or consent of the Member or Members owning an aggregate of at least eighty percent of the Percentage Interests.
Supermajority. The affirmative vote or consent of greater than eighty percent (80%) of the Percentage Interests of the Members or the Senior Members, as the case may be, provided that: (i) for purposes of any decision, consent or approval made on or prior to the Trigger Date in connection with a Strategic Transaction, the term "Supermajority" shall mean the affirmative vote or consent of greater than eighty percent (80%) of the Percentage Interests of the Senior Members other than Acacia; and (ii) for purposes of any decision, consent or approval in connection with any matter described in Section 4.1(a), 4.1(c), 4.1(d), 4.1(e), 4.1(f), 4.1(g), 4.1(h) or 4.1(j), unless relating to the sale, transfer or disposition of the Company or its assets in its or their entirety in a transaction in which the implicit value of the Company is at least *** or unless relating to matters described in the proviso in Section 4.1 which addresses Strategic Transactions, the term Supermajority shall mean the affirmative vote or consent of greater than eighty percent (80%) of the Percentage Interests of the Initial Members.
Supermajority. For purposes of this Agreement, a Supermajority shall be defined as more than 75% of the Membership Interests.
Supermajority. (i) In the event either Tikkurila or Bxxxxx owns 10% or less of the outstanding shares of capital stock of the Company, MxXxxxxxx shall have the right to purchase from each of Bxxxxx and Tikkurila all of its shares, and each of Bxxxxx and Tikkurila shall have the right to sell to MxXxxxxxx all of its shares, on the terms set forth in this paragraph 6(b) (the "Supermajority Put/Call"). MxXxxxxxx, on the one hand, and Tikkurila or Bxxxxx, on the other hand, shall exercise their rights by delivering written notice to the other parties hereto (the "Supermajority Put/Call Notice").
(ii) Upon delivery of the Supermajority Put/Call Notice, McWhorter, Becker, and Tikkurila, as applicable, shall in good faith promptly determine the Supermajority Put/Call Price hereunder, and within 180 days after the Supermajority Put/Call Price has been determined, MxXxxxxxx will purchase and Bxxxxx and Tikkurila will sell the Stockholder Shares as set forth in the Supermajority Put/Call Notice at a mutually agreeable time and place (the "Supermajority Put/Call Closing").
(iii) At the Supermajority Put/Call Closing, each of Bxxxxx and Tikkurila, as applicable, shall deliver to MxXxxxxxx duly executed instruments transferring its Stockholder Shares to MxXxxxxxx, against payment of the appropriate Supermajority Put/Call Price by cashier's or certified checks payable to each of Bxxxxx and Tikkurila or by wire transfer of immediately available funds to accounts designated by each of Bxxxxx and Tikkurila.
(iv) The "Supermajority Put/Call Price" of each of Bxxxxx'x and Tikkurila's Stockholder Shares to be purchased by MxXxxxxxx shall mean the sum of: with respect to the Stockholder Shares that cause Tikkurila or Bxxxxx to own no less than 10% of the outstanding capital stock of the Company, 6.0 multiplied by (x) one- half of the Company's consolidated EBITDA for the preceding eight quarters as set forth on the Company's income statements relating to such quarters less long-term indebtedness, multiplied by (y) the percentage ownership of all Stockholder Shares owned by Bxxxxx and Tikkurila, respectively; and with respect to the Stockholder Shares to be purchased and sold that cause either of Tikkurila or Bxxxxx to own less than 10% of the outstanding capital stock of the Company, 8.0 multiplied by (x) one-half of the Company's consolidated EBITDA for the preceding eight quarters as set forth on the Company's income statements relating to such quarters less long-term indebtedness, multipl...
Supermajority. Seventy-five percent (75%) of all Board directors present and voting on a particular action.
