Supermajority Approval. The following actions shall require the affirmative vote of a supermajority of the Managers then serving, subject only to the requirements of Section 7.5 below:
(a) Amendments to the following sections of the Operating Agreement: Article I, 2.2, 2.4, 3.2, 3.3, 3.4, 3.5, 3.6, 4.1, 4.3, 5.1, 6.4, 7.1, 7.2, 7.3, 7.4, 7.5, 7.8, 8.1, Article X, 12.8, 12.13, and 12.14.
(b) The designation of some or all of Net Operating Cash Flow as Reasonable Reserves;
(c) Removal of a Manager;
(d) Adoption of payment risk models for any managed care contract to which the Company is a party;
(e) Expenditures not part of the approved operating or capital budgets, including any contingency amounts;
(f) Approval of a contract with a health plan or other payer with which the Company has no contract, or the termination of an existing contract with a health plan or payer;
(g) Contracting with a provider of health care services who/which is not a Member;
(h) Borrowing by the Company in excess of $250,000,
(i) Additional capital contributions;
(j) Election of officers of the Company;
(k) The selection or termination of the Company’s Executive Director, except for appointment of an interim Executive Director which may be done by action of the Executive Committee with ratification at the Board of Managers at the next scheduled meeting;
(l) A bankruptcy filing by the Company; and
(m) Authorization, creation, designation, determination or issuance of any new class of Units, or securities convertible into Units, or the issuance of options or warrants to purchase Units. For purposes of the Section 7.4, supermajority shall mean greater than sixty six (66%) percent of the Board of Managers.
Supermajority Approval. Notwithstanding Article 11.3(a), a minimum 75 percent vote total in accordance with Article 11.2 shall be required to approve any of the following: (i) the annual budget; (ii) any substantive amendment to the CMA GSP; (iii) addition of new Members pursuant to Article 6.2; (iv) establishment and levying of any fee, charge, or assessment; (v) adoption or amendment of the GSA Bylaws; (vi) regulation, limitation, or suspension of extractions from groundwater xxxxx; or (vii) issuance of bonds or other forms of indebtedness.
Supermajority Approval. Without the prior written consent or approval of Members holding eighty percent (80%) of the Units of the LLC the Managers of the LLC may not cause the LLC to:
(a) amend the LLC's Articles of Organization;
(b) amend this Agreement in any manner (except as provided in Section 5.10);
(c) sell, assign or otherwise transfer all or substantially all of the LLC's assets in one or more related transactions;
(d) (i) enter into, terminate, amend, assign or otherwise transfer any Management Agreement with a Management Company (as further described in Section 7.1), or (ii) appoint, elect and/or approve any Management Company for purposes of rendering professional management services to the LLC; or
(e) relocate the Surgery Center.
A Member or Members holding eighty percent (80%) of the Units of the LLC may at any time vote to take any action described in this Section 6.10, in which case the Managers shall carry out any action so approved.
Supermajority Approval. [IF YOU WANT TO OUTLINE ACTIONS THAT REQUIRE A SUPERMAJORITY APPROVAL, i.e. amending the OA, admitting or terminating members, changing the class of a member, approving or terminating aboard members, changing the profit distributions, dissolution; changing legal name of coop, etc., OUTLINE THEM HERE, AS WELL AS WHAT CONSTITUTES A SUPERMAJORITY APPROVAL] 3.6 Participating in Meetings by Phone or Proxy. [DESCRIBE WHETHER A MEMBER MAY PARTICIPATE IN MEETINGS VIA PHONE OR PROXY.]
Supermajority Approval. Anything to the contrary in this Agreement notwithstanding, none of the following actions shall be undertaken without the prior written consent of Members holding not less than 80% of the Outstanding Interests (“Supermajority Interests”):
(a) amendment of this Agreement or the Certificate of Formation;
(b) any material amendment, modification, or waiver of any provision of any Financing or credit enhancement agreement of the Company; or
(c) any transaction in which the Company merges, consolidates, or exchanges Outstanding Interests with any other Entity.
Supermajority Approval. Notwithstanding anything to the contrary herein (but subject to Sections 4.5, 9.4, 9.5, 9.6, 9.7, and 9.8), the Company shall not (and the Company shall cause each other Atrium Company not to) take, authorize, facilitate or permit to occur any of the following actions without the prior approval of (x) the Kenner Group, and (y) either the ML Group or the UBS Group (except that if any of the Kenner Group, the ML Group or the UBS Group owns less than 10% of the Operating Company Share Equivalents then outstanding, only the approval of the other two groups shall be required), which approval may only be given in accordance with Section 3.7(b):
(i) the authorization or issuance, or the entry into any agreement (or into any amendment to such agreement) or the issuance of any instrument providing for, the authorization or issuance (contingent or otherwise) of, any shares of capital stock, equity-linked, derivative or other equity securities or other Convertible Securities of any Atrium Group Company (including the adoption of any stock option plan or other stock incentive plan or arrangement or the amendment of or supplement to any stock option plan), in each case to the extent not covered by Section 5.14(a)(ix); provided, however, that the foregoing restrictions shall not apply to: (A) the issuance of 7,750 Operating Company Shares issuable upon exercise of the warrant issued by the Operating Company to Jeff L. Hull, dated December 10, 2003, (B) the issuance of 0,000 Xxxxxxxxx Company Shares issuable to Key Executives of the Operating Company pursuant to the exercise of stock options to be issued on or after date hereof having an exercise price per share equal to $1000, (C) the authorization of an option pool covering 5,250 Operating Company Shares issuable to Key Executives of the Operating Company pursuant to the exercise of stock options to be issued on or after date hereof (which stock option issuances shall be subject to the restrictions set forth in this Section 5.14(b)(i)) having an exercise price per share greater than $1,000; and (D) the formation of or issuance of any such securities of any wholly owned Subsidiary of the Operating Company to the Operating Company or any other wholly owned Subsidiary of the Operating Company;
(ii) (A) the approval of any Annual Budget, (B) any material amendment to an Approved Annual Budget, or (C) except to the extent necessary to effect an acquisition consented to in accordance with (or permitted by) Section 5.14(b)(v)...
Supermajority Approval. Notwithstanding the foregoing, a minimum 75 percent vote total in accordance with Article 11.2 shall be required to approve any of the following: (i) the annual budget; (ii) any substantive amendment to the EMA GSP ; (iii) any decision to resolve litigation; (iv) addition of new Members pursuant to Article 6.2; (v) establishment and levying of any fee, charge, or assessment;
Supermajority Approval. The following actions shall require Supermajority Approval with respect to of the Managers then serving, subject only to the requirements of Section
Supermajority Approval. The Company shall not, and shall not permit any of its Subsidiaries to, take any of the following actions without first obtaining Board approval and the affirmative vote or written consent of Stockholders who Beneficially Own at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Common Stock held by all Stockholders:
(i) initiate or take any action for the liquidation, dissolution or winding up of the Company or any of its Subsidiaries;
(ii) make any change in the number of Directors that constitutes the entire Board outside of the range set forth in Section 2.1(a); or
(iii) enter into any contract, agreement, arrangement or commitment to do or engage in any of the foregoing.
Supermajority Approval. The following matters shall ----------------------- require the vote, approval or consent of Members holding 66.67% of the Voting Interests and who are not otherwise the subject of Section 4.5: (a) any transfer of a Voting Interest other than a transfer of a Voting Interest (i) without a corresponding transfer of an Economic Interest, which transfer shall be subject to Section 4.9.3 or (ii) effected by virtue of the operation of Section 4.4.1; (b) any transfer of an Economic Interest other than a transfer of an Economic Interest (i) otherwise permitted under Article 7 or (ii) effected by virtue of the operation of Section 4.4.1; (c) a change in the business of the Company from that provided for in Section 2.6; (d) the admission of a new member to the Company except as otherwise permitted by Article 7, if such admission would result in a dilution of any Member's Economic Interest or Voting Interest; (e) a merger or consolidation of the Company or a sale of substantially all of the Company's assets; (f) any amendment of the Certificate or this Agreement that could have a material adverse effect on the Economic Interest or Voting Interest of a Member; (g) a decision to enter into a contract or other obligation involving an obligation on the part of the Company to pay or guarantee indebtedness of, or to provide services having a value or cost of, One Hundred Thousand Dollars ($100,000) or more; (h) a decision to compromise the obligation of a Member to make a Capital Contribution or return money or property paid or distributed in violation of the Act; (i) the declaration or making of any payment or distribution not contemplated by Article 6 (except to the extent prohibited by Section 6.7) or the prohibition of the declaration or making of any payment or distribution otherwise contemplated by Article 6; (j) the dissolution or winding up of the Company, including any decision to file a voluntary proceeding, or acquiesce to the filing of an involuntary proceeding, with respect to the Company under the federal Bankruptcy Code; (k) a decision to approve any annual business plan or budget for the Company; (l) a change in the location of the principal place of business of the Company; (m) the granting or permitting of access, to any Member not having Voting Interests, to the customer identification information of any Person to whom the Company provides products or services; (n) participation by the Company in the profits of any customer pool to be established by any ...
