Common use of Supermajority Board Matters Clause in Contracts

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.