Supermajority Board Approval. Notwithstanding anything in these By-Laws to the contrary, but subject to any provision of the Certificate or Applicable Law, the Board shall not take (or permit any direct or indirect subsidiary of the Corporation to take) any of the following actions (or enter into an agreement to take such actions) after the Restatement Date, and shall not delegate to any officer, employee or agent of the Corporation the authority to take any such actions, without the approval of at least 75% of the directors then in office at a meeting for which 20 business days prior notice was given to all directors stating the purpose thereof (including the text of any proposed By-Law amendment, if applicable):
Supermajority Board Approval. Notwithstanding anything to the contrary contained herein, the following matters shall require Supermajority Board Approval:
Supermajority Board Approval. Subject to any additional requirements imposed by the Act, the Shareholders agree that the Company, the Subsidiaries and their respective directors, officers, committees, committee members, employees, agents or any of their respective delegates shall not, without the affirmative consent or approval of the Series A Director and the Series B Director, take any of the actions set forth on Schedule 8 hereto.
Supermajority Board Approval. For so long as the Engaged Capital Investors are entitled to director representation pursuant to Section 3.1 hereof, prior to taking any of the following actions, PubCo shall be required to obtain the approval by an affirmative vote or consent of two-thirds of the directors then in office:
Supermajority Board Approval. Except as otherwise provided in this Agreement, the following actions shall require the approval of, and shall be authorized upon obtaining the approval of more than 2/3 of all of the Managers of the Board (and to the extent any such provision below applies to any of the Company’s subsidiaries, the Company shall ensure that no such action is taken by any such subsidiary without such approval):
Supermajority Board Approval. Subject to any additional requirements imposed by the Act, at any time when there is a Series A Director and/or a Series B Director, the Shareholders agree that the Company, the Subsidiaries and their respective directors, officers, committees, committee members, employees, agents or any of their respective delegates shall not, without the affirmative consent or approval of such Series A Director and/or the Series B Director, take any of the actions set forth on Schedule 8 hereto, provided however that this provision shall not apply when there is neither a Series A Director or a Series B Director.”
Supermajority Board Approval. Subject to the statutory requirements of Dutch law (including, without limitation, approval of a resolution of the General Meeting of shareholders to amend the Articles of Association to that effect), except for any matters which may otherwise relate to the Amended Senior Bank Credit Facility, certain actions taken by the Company prior to the Exercise Period and until the expiration of the Exercise Period (or earlier exercise of all Exchange Warrants) shall require the affirmative vote of at least five of the seven members of the Board of Directors of the Company for approval, which actions shall be limited to, the following:
Supermajority Board Approval. Subject to the statutory requirements of Dutch law, and save for any matters which may otherwise relate to any refinancing of the Senior Credit Facility, certain actions taken by the Company prior to the Exercise Period and until the exercise or expiration of the Exchange Warrants shall require the affirmative vote of at least 5 of the 7 Board members of the Company for approval, which actions shall be limited to, the following: • Acquisition or disposition of material assets, recapitalization, transformation, spin-off, consolidation, merger or reorganization or sale of the Company; • any material borrowing, to the extent not provided for in the Management Business Plan, dated as of 19 April 2002; • declaration or payment of dividends or other distributions or formulation of a change to the general policy with respect to declaration or payment of dividends; • proposed amendments to the Company’s Articles of Association; and • issuance of additional securities by the Company except warrants issued pursuant to any management compensation or Share Incentive Plans.
