Supermajority Board Matters Sample Clauses

Supermajority Board Matters. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not, and shall not permit any Company Subsidiary to, engage in or cause any of the transactions or take any of the Supermajority Board Matters, and the Board shall not permit or cause the Company or any Company Subsidiary to engage in, take or cause any such transaction or action except, in each case, with the prior approval of such transaction or action by Supermajority Board Vote; provided, that notwithstanding the foregoing, the Company shall not, and shall not permit any Company Subsidiary to, engage in or cause any of the transactions or take any of the Supermajority Board Matters, and the Board shall not permit or cause the Company or any Company Subsidiary to engage in, take or cause any such transaction or action, to the extent such transaction or action adversely and disproportionately affects any Member or group of Members relative to the other Members without the prior written consent of such disproportionately affected Member or Members (as applicable); provided, further that, notwithstanding the foregoing, with respect to MEMX LLC, such approval by Supermajority Board Vote shall not be required if MEMX LLC engaging in or causing any applicable transaction or taking any applicable action (which transaction or action is a Supermajority Board Matter and would otherwise require approval by Supermajority Board Vote) is required by MEMX LLC to fulfill its regulatory functions or responsibilities or to oversee the structure of the market that MEMX LLC regulates or not to violate or potentially violate any Applicable Law, in each case as determined by the Exchange Board upon receipt of an opinion of counsel (which may be in-house counsel and need not be in writing) to such effect.
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Related to Supermajority Board Matters

  • INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER The Independent Board Committee, comprising all the independent non-executive Directors, has been established to advise and give recommendation to the Independent Shareholders on the Loan Agreement and the transactions contemplated thereunder. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders on, among other matters, the fairness and reasonableness of the Loan Agreement and the transactions contemplated thereunder.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board.

  • Determinations and Actions by the Board of Directors All actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith pursuant to this Agreement, shall not subject the Board of Directors to any liability to the holders of the Rights.

  • Scheduling Committee (a) The parties agree to the formation of a Scheduling Committee to discuss and assist in resolving scheduling issues.

  • Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.

  • Pre-Disciplinary Meeting The College will schedule a pre-disciplinary meeting to permit the faculty member to respond to a notice of intent to discipline. At the beginning of any pre-disciplinary meeting, the College will describe its proposed discipline and the general reasons for issuing the proposed discipline.

  • Management Board 6.1 The Management Board is responsible for the overall strategic direction of the Integrated Service. Its functions and terms of references are set out in Schedule 3 Part I to this Agreement.

  • Joint Consultation Committee a) A committee known as the Joint Consultation Committee shall be established by the parties.

  • SYSTEM BOARD OF ADJUSTMENT 16.1 In compliance with Section 204, Title II, of the Railway Labor Act, as amended, there is hereby established a System Board of Adjustment for the purpose of adjusting disputes or grievances which may arise under the terms of this Agreement and which are properly submitted to it after all steps for settling disputes and grievances as set forth in Article 15 have been exhausted.

  • Composition of the Board At and following the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

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