Supermajority Interest Clause Samples

Supermajority Interest. So long as at least the Threshold Amount of Series A Preferred is outstanding, the Corporation shall not, without first obtaining the written approval of the Holders of a Supermajority Interest, voting as a separate class, take any action to: (I) alter the rights, preferences or privileges of the Series A Preferred; or (II) alter or amend the Articles of Incorporation, this Certificate or the bylaws of the Corporation. EXHIBIT B AMENDED AND RESTATED ARTICLES OF INCORPORATION OF TEXOIL, INC. ARTICLE I The name of the Corporation is Texoil, Inc (the "Corporation"). ARTICLE II The location of the principal office of the Corporation in the State of Nevada is Corporation Trust Co. of Nevada, 1 East First St., Reno, Nevada 89501. Branch offices may hereafter be ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇laces, either within or without the State of Nevada as may be determined from time to time by the Board of Directors. ARTICLE III The Corporation may engage in any lawful activity. ARTICLE IV The total number of shares that the Corporation shall have authority to issue is 45,000,000 shares, of which 25,000,000 shall be common shares ("Common Stock") with a par value of $.01 per share, 10,000,000 shall be Class B Common Stock ("Class B Common Stock") with a par value of $.01 per share and 10,000,000 shall be preferred shares ("Preferred Stock") with a par value of $.01 per share. The designation, relative rights, preferences and liabilities of each class of stock, itemized by class, shall be as follows:

Supermajority Interest. The following actions shall require the approval of a Supermajority Interest: (A) calling for loans to the Company pursuant to Section 4.02 rather than Capital Contributions pursuant to Section 4.01; (B) approving or amending the annual Capital Budget and Operating Budget for the Company (with it being understood that the last approved Capital Budget or Operating Budget shall be used, and deemed approved, for any subsequent period until the new Capital Budget or Operating Budget (as applicable) for that period is so approved), including the parameters within which the Operator and Officers are authorized to expend Company funds without further Management Committee approval; (C) selecting a different name for the Company; (D) approving accounting procedures for the Company; and

Supermajority Interest. The following actions shall require the approval of a Supermajority Interest: (A) calling for loans to the Company pursuant to Section 4.02 rather than Capital Contributions pursuant to Section 4.01; (B) approving or amending the annual Capital Budget and Operating Budget for the Company (with it being understood that the last approved Capital Budget or Operating Budget shall be used, and deemed approved, for any subsequent period until the new Capital Budget or Operating Budget (as applicable) for that period is so approved, including the parameters within which GMOS and Officers are authorized to expend Company funds without further Management Committee approval; (C) selecting a different name for the Company; (D) providing for the basic geographic configuration, points of receipt and delivery, pipeline diameter or design capacity of the Initial Facilities to be materially different from that set forth in the form of the FERC Application for the Initial Facilities; (E) approving any lease of capacity on the Facilities; (F) approving accounting procedures for the Company; and (G) any other action that, pursuant to an express provision of this Agreement, requires the approval of a Supermajority Interest.