Supermajority Approvals Sample Clauses

Supermajority Approvals. The Corporation shall not, directly or indirectly, take any of the actions specified in Article III, Section A.6(c)(iv) of the Certificate without (x) the prior written consent or vote of the holders of at least a majority of the voting power (determined as set forth in the third sentence of Section A.6(a) of Article III of the Certificate) of the then outstanding shares of the Series A Preferred Stock, voting or consenting as a separate class, (y) the prior written consent or vote of the holders of at least two-thirds of the voting power (determined as set forth in the third sentence of Section A.6(a) of Article III of the Certificate) of the then outstanding shares of the B Preferred Stock, voting or consenting together as a separate class, and (z) the prior written consent or vote of the holders of at least fifty-five percent (55%) of the voting power (determined as set forth in the third sentence of Section A.6(a) of Article III of the Certificate) of the then outstanding shares of the Senior C Preferred Stock, voting or consenting together as a separate class.
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Supermajority Approvals. The Shareholders agree that they will not vote their Shares to approve any of the following actions if such action has not been specifically approved or ratified at a meeting of the Board of Directors by the affirmative vote of not less than 66*% of the total number of directors: (a) entering into (A) any merger or consolidation in which either the Company or a material Subsidiary is a constituent corporation or its securities are being issued and the shareholders following such transaction do not own, directly or indirectly, in the aggregate a majority of the shares or equity securities of the surviving corporation of any such merger or consolidation entitled to elect members of the Board of Directors, (B) the sale of all or substantially all of the Company's assets or properties in a single transaction or in a series of related transactions, or (C) the sale, lease, exchange or other disposition of any shares of a material Subsidiary or all or substantially all assets of any material Subsidiary; (b) changing the authorized number of directors; (c) amending or modifying the Charter Documents; (d) electing or removing any of the President, Chief Financial Officer or other executive officers, and amending or modifying of the Employment Agreement, dated July 30, 1999, between the Company and Baraxxx; (e) voluntarily dissolving or winding-up the Company or any material Subsidiary or filing with respect to the Company or any material Subsidiary a voluntary petition in bankruptcy or for reorganization or for the adoption of any plan or arrangement with creditors or an admission seeking the relief therein provided under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors; and (f) approving any dividend or other distribution in respect of the Common Stock.
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Supermajority Approvals. 15 6.8 Transactions with Affiliates.............................16 6.9
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Supermajority Approvals. The Corporation shall not, directly or indirectly, take any of the actions specified in Article III, Section A.6(c) of the Certificate without the prior written consent or vote of the Investors holding at least sixty five percent (65%) of the then outstanding Series Preferred Shares held by Investors, determined in accordance with Section A.6(a) of the Certificate.
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Supermajority Approvals. The Corporation shall not, directly or indirectly, take any of the actions specified in Article III, Section A.6(c)(iii) of the Certificate without (x) the prior written consent or vote of the holders of at least a majority of the then outstanding shares of the Series A Preferred Stock, voting or consenting as a separate class, and (y) the prior written consent or vote of the holders of at least two-thirds of the then outstanding shares of the Series B Preferred Stock, voting or consenting as a separate class.
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Supermajority Approvals. The following matters shall be decided in a Shareholders’ Meeting by Shareholders holding at least 85% (eighty-five per cent) of the total corporate capital of the Company: (i) dissolution or liquidation of the Company; (ii) merger, transformation, amalgamation or spin-off of the Company; (iii) request for bankruptcy, as well as for judicial or non-judicial recovery (recuperação judicial ou extrajudicial); and (iv) any capital increase and the issuance of new shares by the Company, whenever such capital increase is greater than the authorized capital (capital autorizado) set forth in the Company’s by-laws and the price per share is lower than the price paid by Stratus on December 22nd, 2009.
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Supermajority Approvals. The Corporation shall not merge or consolidate with or into any corporation, partnership, joint venture, trust or other entity that is a member of the HCV Group without the consent of the 18 -18- majority of the non-HCV Directors (as such term is defined in Section 5.1(b) below). The Corporation shall not, directly or indirectly, take any of the actions specified in Article III, Section A.6(c), clauses (ii) or (iii) without the consent of each Series A Investor.
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Related to Supermajority 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.

  • 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).

  • 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.

  • 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.

  • Third Party Approvals (a) Abraxas and Energy and their respective Subsidiaries, shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings, to obtain all permits, consents, approvals and authorizations of all third parties and the expiration or termination of any waiting period under the HSR Act necessary to consummate the transactions contemplated by this Agreement and to comply with the terms and conditions of such permits, consents, approvals and authorizations and to cause the Merger to be consummated as expeditiously as practicable. (b) Each party hereto agrees that it will consult with the other parties hereto with respect to the obtaining of all material permits, consents, approvals, clearances and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement, and each party will keep the other parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. To the extent practicable and in each case subject to applicable Laws relating to the exchange of information, Abraxas and Energy agree to (i) cooperate and consult with each other, (ii) furnish to the other such necessary information and assistance as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by such party from, or given by such party to, any third party and/or any Governmental Authority with respect to such transactions, (iv) permit the other party to review and incorporate the other party’s reasonable comments in any communication to be given by it to any Governmental Authority with respect to obtaining the necessary approvals for the Merger, and (v) not to participate in any meeting or discussion related to the transactions contemplated hereby, either in person or by telephone, with any Governmental Authority in connection with the proposed transactions unless, to the extent not prohibited by such Governmental Authority, it gives the other party the opportunity to attend and observe. In exercising the foregoing rights, each of the parties hereto agrees to act reasonably and promptly. (c) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and equityholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any filing, notice or application made by or on behalf of such other party or any of such Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby.

  • Approvals, Consents and Waivers Each Group Company shall have obtained any and all approvals, consents and waivers necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing.

  • 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.

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

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