Supermajority Vote of Board Sample Clauses

Supermajority Vote of Board. In addition to any consents that may be required pursuant to the Licenses, the following actions by the Company shall require the approval of a Supermajority in Interest of the Board: (i) acquiring any asset or property other than (A) the Property and (B) incidental personal property necessary for ownership of the Property and satisfaction of the Company’s obligations under this Agreement and the Licenses; (ii) the approval of the Brand Manager Charter; (iii) making any payment or entering into or modifying contract, understanding or arrangement with the Brand Manager other than as set forth in the Brand Manager Charter; (iv) adjustments to the Operating Budget requiring Supermajority in Interest of the Board pursuant to Section 3.2(b); (v) acquiring any asset, entering into any contract or incurring any debt that requires a financial commitment by the Company that will require a Substantial Budget Adjustment; (vi) entering into any agreement or transaction with a Member or its Affiliate other than the Licenses; (vii) entering into any transaction outside the ordinary course of the Company’s business; (viii) making, executing or delivering on behalf of the Company any guarantee, indemnity bond, surety bond or any equivalent thereof; (ix) creating any committee of the Board of Directors; (x) sending any third party a “cease-and-desist” letter, notice of infringement or the like, or instituting or settling a litigation against any third party other than as specifically provided in the Licenses; (xi) filing any trademark or domain name registration applications, or taking any action with respect to any existing trademark or domain name registration applications other than as specifically provided in the Licenses; (xii) authorizing the Brand Manager or any of the Officers to take any action which would otherwise require a Supermajority in Interest of the Board pursuant to this Agreement; Table of Contents (xiii) amending, modifying or granting any consent or waiver under either of the Licenses, (except where the Licenses provide a specific approval process and except as otherwise specifically delegated to the Brand Manager under the Brand Manager Charter), including approval of a Transfer of a License pursuant to Section 9.1; and (xiv) any other action expressly set forth in this Agreement as requiring the approval or consent of a Supermajority in Interest of the Board.
Sample 1Sample 2
AutoNDA by SimpleDocs
Supermajority Vote of Board. Notwithstanding the voting provisions set forth in the Bylaws, any two (2) directors may require a seventy percent (70%) supermajority vote of the current directors (the “Supermajority Vote”) in order to take any action such directors feel, in such directors’ reasonable opinion, is unduly detrimental to one of the then-legacy Parties. Such Supermajority Vote shall expire automatically after the third (3rd) election of the Board unless otherwise extended by a Supermajority Vote of the Board.
Sample 1

Related to Supermajority Vote of Board

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Parent Vote Immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub and the Company a written consent approving the Merger in accordance with the DGCL.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Change in Board of Directors Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

  • Required Vote The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of the Company Common Stock is the only vote required, if any, of the holders of any class or series of capital stock or other Equity Interests of the Company to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Disinterested Directors AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board;(b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!