Supermajority Vote. A “Supermajority Vote” means Executive Board approval of an item accomplished by securing affirmative votes of both: (1) not less than two-thirds (66%) of all Members of the Executive Board in number and (2) not less than sixty percent (60%) of the Weighted Vote of all Members of the Executive Board. (By way of example, so long as there are five Principals, then four Member in number must vote in the affirmative to satisfy the first prong of a Supermajority Vote).
Supermajority Vote. A vote of Members representing not less than 75% of the Sharing Ratios of all Members.
Supermajority Vote. Supermajority Vote shall mean the affirmative vote of a number of Directors equal to at least two-thirds (2/3) of the total number of seats on the Board of Directors (including any seats that are, at the time of such vote, vacant).
Supermajority Vote. Notwithstanding Section 7.8, the Company shall not take any of the following actions without the affirmative vote of at least 66 2/3% of the members of the Board (which, for the avoidance of doubt, as of the date hereof, shall require the affirmative vote of at least six members of the Board):
(a) authorize any incurrence of Indebtedness if, immediately after giving effect to the incurrence of such Indebtedness and the contemplated use of the proceeds thereof, the Debt to EBITDAX Ratio as of the fiscal quarter ended immediately preceding the date of such incurrence, would exceed 2.5 to 1.0, as calculated in the good faith judgment of the Board;
(b) fund the acquisition of any Oil and Gas Properties with distributable cash;
(c) make any change to the definition of “Available Cash” set forth in the Partnership Agreement; or
(d) issue any additional partnership interests that rank senior in right of distributions or liquidation to the Common Units.
Supermajority Vote. The affirmative vote of at least a ------------------ majority of the members of the Board of Directors of the Company or a Subsidiary of the Company, as the case may be, which majority shall include at least two Designated Perry Directors and at least two Co-Investor Directors, shall be required with respect to any of the following transactions, except as otherwise provided in this Agreement or required by applicable law:
(i) amendment of the Certificate of Incorporation or By-Laws of the Company or any Significant Subsidiary of the Company;
(ii) any increase or decrease in the number of directors of the Company or any Significant Subsidiary of the Company;
(iii) (A) any recapitalization of the Company or any issuance or sale by the Company or any Significant Subsidiary of the Company of any of its equity or debt securities (whether by public offering, private placement or otherwise), provided that this provision shall not apply to (1) any issuance of shares of Common Stock in connection with an employee benefit plan or employment agreement (so long as the aggregate number of shares of Common Stock issued or issuable in connection with all such plans and agreements does not exceed 15% of the then outstanding shares of Common Stock), (2) any FTD Member Offering, (3) any issuance of securities in connection with warrants issued in connection with the Indenture or (4) any exchange of Class B Common Stock for Class A Common Stock in connection with a Tag-Along Sale or (B) any incurrence of any long-term indebtedness (including guarantees of such indebtedness) by the Company or any Significant Subsidiary (other than debt incurred under or pursuant to the Credit Agreement (defined below) or the Indenture (defined below)) which is not reflected in the annual operating budget and which exceeds $10,000,000 in the aggregate at any one time outstanding;
(iv) the registration by the Company or any Subsidiary of the Company of any of its securities pursuant to the Securities Act in connection with any public offering of such securities, except for any such registration made (A) pursuant to Section 4 hereof, (B) in connection with the issuance of securities which are subject to the proviso in clause 2.2(a) (iii) above, (C) pursuant to the Registration Rights Agreement, dated as of the Closing Date, among the Company, FTD Acquisition Corporation, BT Securities Corporation and Xxxxxxxxxx Securities or (D) the Securityholders' and Registration Rights Agreement, dated as o...
Supermajority Vote. A “Supermajority Vote” means Joint Board approval of an item accomplished by securing affirmative votes of not less than two-thirds (66%) of all Members of the Joint Board in number.
Supermajority Vote. Certain actions of the Management Committee with respect to those matters specifically identified in this Agreement shall require an affirmative vote of (i) greater than fifty percent (50%) of total Participant Percentages entitled to vote, and (ii) not less than three (3) Management Committee representatives affirmatively voting (subject to Section 3.3.4.4, a "Level B Vote").
Supermajority Vote. Sections 1.02(a), 4.01(b), 4.03(a) and (b), 4.04, 4.05, 4.08 (but only with respect to the alteration or repeal of the last sentence thereof, or a change to the bylaws having substantially the same effect), 4.12(c), 5.01(a), 5.06(b), 5.07 and 5.08 and this Section 9.07(b) may be altered or repealed only by a vote of 80% of the Whole Board.
Supermajority Vote. The affirmative vote, approval or consent, as the case may be, of Members holding more than seventy five percent (75%) of the total Percentage Interests held by all Members entitled to vote on, approve or consent to the particular matter, decision or action.
Supermajority Vote. A merger, consolidation, liquidation or dissolution involving this Cooperative, or the sale of all or substantially all of the assets and property of this Cooperative, may be authorized by the members in accordance with applicable law; provided, however, in the event the Board declares, by resolution adopted by a majority of the Board present and voting, that the action involves or is related to a hostile takeover, then, to the extent permitted by applicable law, the action may be adopted only upon the approval of eighty percent (80%) of the total voting power of the members of this Cooperative, whether or not present and voting on the action. Notwithstanding Article X of these Articles of Incorporation, this Article may be amended only upon the approval of eighty percent (80%) of the total voting power of the members of this Cooperative, whether or not present and voting on the amendment.
