– Supermajority Voting Requirement Sample Clauses

– Supermajority Voting Requirement. A supermajority vote is two-thirds of the Board, including the Directors representing the City of Petaluma and the County of Sonoma. Items that require a supermajority vote to pass are the following: • GSP adoption, modification or alteration • Adoption of assessments, charges and fees • Adoption of regulations and ordinances • Adoption or modification of annual budgetAppointment of Treasurer, subject to the provisions of Section 9.03 and/or Section 10.04 • Modifications to the composition and number of Advisory Committee members
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– Supermajority Voting Requirement. A supermajority vote is three-fourths of the Directors. Items that require a supermajority vote to pass consist of the following, which may be amended from time to time by the Board by a supermajority vote, or as may otherwise be required by this Agreement (See Sections 9.03, 11.06 and 12.02.02) or by law:  Bylaws adoption, modification or alteration  GSP adoption, modification or alteration  Removal of Advisory Committee membersModifications to the composition and number of Advisory Committee members  Adoption of assessments, charges and fees  Adoption of regulations and ordinances  Adoption or modification of annual budget, including capital projectsProperty acquisition (excepting rights of way)  Appointment of Fiscal Agent and Treasurer, subject to the provisions of Section 9.03 and/or Section 10.04, Administrator, Plan Manager or General Legal Counsel  Minor, administrative amendments to this Agreement not subject to Section 12.02.02
– Supermajority Voting Requirement. From the date hereof until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 7.1, except as otherwise provided in this Section 5.11, (a) any material matter or transaction not previously approved by the Company Board or disclosed in any Report filed by the Company with the SEC prior to the date hereof between the Company and any of Parent, Merger Sub, the Principals or their respective Affiliates not expressly contemplated by this Agreement or the Voting Agreement, (b) any amendment to any resolution of the Company Board relating to the formation of or delegation of authority to the Special Committee, and (c) any action proposed to be taken by the Company Board which would or would be reasonably likely to result in the breach of any covenant of the Company under this Agreement or the Voting Agreement, shall be presented to the Special Committee or, if required by law, to the Company Board and, if presented to the Company Board, approval thereof shall require the act of two-thirds (2/3) of the entire Company Board. In furtherance thereof, the Company's bylaws shall, upon action by the Company Board, be amended as of the date hereof to read as set forth in EXHIBIT E attached hereto.

Related to – Supermajority Voting Requirement

  • Voting Requirements The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

  • Quorum; Required Vote At any meeting of the Members, the holders of a majority of the Voting Shares entitled to vote represented in person or by proxy shall constitute a quorum unless any such action by the Members requires approval by holders of a greater percentage of Voting Shares entitled to vote, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Shares entitled to vote specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum.

  • Authority; Noncontravention; Voting Requirements (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly authorized and approved by the Company Board, and except for obtaining the Company Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity.

  • 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”).

  • Quorum; Voting; Decisions At each JRC meeting, (i) the participation of at least [********] members designated by each Party shall constitute a quorum and (ii) all members designated by each Party who participate shall [********] vote on all matters before the JRC at such meeting. All decisions of the JRC shall be made by [********] vote. Alternatively, the JRC may act by written consent signed by at least [********] members designated by each Party. Whenever any action by the JRC is called for hereunder during a time period in which the JRC is not scheduled to meet, the Chairman shall cause the JRC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JRC (including the Patent Coordinators) may attend JRC meetings as non-voting observers with the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed. The Parties shall use reasonable efforts to reach consensus on matters properly before the JRC but, to the extent that that the JRC is unable to resolve any such matter, unless otherwise provided in this Agreement, such matter shall be referred to the ESC to be resolved in accordance with Section 2.1.5.

  • Shareholder Action by Written Consent without a Meeting Any action which may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent or the Shareholder’s proxy holders or a transferee of the Shares or a personal representative of the Shareholder or its respective proxy-holder may revoke the consent by a writing received by the secretary of the Trust before written consents of the number of Shares required to authorize the proposed action have been filed with the secretary. If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the secretary shall give prompt notice of the action taken without a meeting to such Shareholders. This notice shall be given in the manner specified in the By-Laws.

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