Supermajority Voting Requirements Sample Clauses

Supermajority Voting Requirements. (a) In addition to any other actions or approvals required under this Agreement, Law, the Operating Agreement, the Charter or the Bylaws, the following actions (including the entry into any agreement, contract or commitment to take any such action) by the Company or any of its Subsidiaries will require the approval of each of Sprint, Intel, and the Strategic Investor Representative on behalf of the Strategic Investor Group so long as Sprint, Intel or the Strategic Investor Group, respectively, has a Percentage Interest of at least 5%. (i) any amendment to the Bylaws (other than amendments that are ministerial in nature and do not directly or indirectly adversely affect the rights of the Equityholders), the Charter or the Operating Agreement; (ii) changing the size of the Board from the size contemplated by Section 2.1(a); (iii) any Bankruptcy of the Company or any material Subsidiary of the Company; (iv) any material capital restructuring or reorganization of the Company or any material Subsidiary of the Company, except that the foregoing will not include any financing transaction of the Company or its Subsidiaries in the ordinary course of business (including a public or private issuance of any debt or equity securities in the ordinary course of business); (v) the liquidation, dissolution or winding up of the Company or the LLC; (vi) any conversion, election or other action of or affecting the LLC or any material Subsidiary of the LLC that would cause any such entity to be taxed as a corporation for U.S. federal income tax purposes; and (vii) any issuance, or entry into any agreement to issue or otherwise obligate the Company or the LLC to issue, after the Effective Date of this Agreement, shares of Class B Common Stock or Class B Common Units, other than (A) in connection with a Recapitalization Event or as required under the Transaction Agreement or (B) shares of Class B Common Stock issued to Sprint under Section 2.13(e) or (f). (b) The actions described in clauses (i) and (ii) of Section 2.7(a) will also require the approval of Eagle River if (i) Eagle River and its Permitted Transferees own at least 50% of the Eagle River Original Shares, and (ii) the action in question would uniquely or disproportionately adversely affect Eagle River or the public stockholders of the Company, or the Company as a Member of the LLC, in any material respect as compared to the impact of the action on Sprint, Intel and the Strategic Investors as stockholders of the Compa...
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Supermajority Voting Requirements. Upon the occurrence of a Triggering Event, unless TCW controls the Board of Directors, no Holder shall cause or permit Holdings to take any of the following actions without the affirmative vote or consent of 60% of the outstanding Commons Shares (other than the Class B Common Shares): (i) (A) enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself, (B) convey, sell, lease, transfer or otherwise dispose of in a transaction or related series of transactions 25% (determined on the basis of fair market value) or more of the property, business or assets of Holdings and its Subsidiaries or (C) acquire by purchase or otherwise the business or any assets of, or stock or other evidences of beneficial ownership of, any Person with a purchase price in excess of 20% of the then net worth of Holdings and its Subsidiaries (determined on the basis of fair market value); PROVIDED, that the foregoing affirmative vote or consent shall not be required for any of the following transactions: (x) the merger or consolidation of any Subsidiary of Holdings with or into Holdings or with or into any one or more wholly owned Subsidiaries of Holdings; or (y) the sale, lease, transfer or other disposition by any Subsidiary of Holdings of any or all of its respective assets (upon voluntary liquidation or otherwise) to any one or more wholly-owned Subsidiaries of Holdings or to Holdings; (ii) issue any equity securities of Holdings or any of its Subsidiaries except (A) the payment of in-kind dividends on the Seller Preferred Stock, the Junior Preferred Shares or the Jordan Junior Preferred Stock, (B) the issuance of securities pursuant to a permitted Stock Option Plan and (C) the issuance of Class A Common Shares or Class B Common Shares in connection with a conversion of Class A Common Shares, Class B Common Shares, Class C Common Shares or Class D Common Shares; (iii) repurchase or redeem any Common Shares from any Holder which repurchase or redemption is not pro rata among all Holders (except repurchases and redemptions pursuant to the Securities Purchase Agreement); (iv) substantially alter or modify the business of Holdings or any of its Subsidiaries; or (v) approve a recapitalization of Holdings and its Subsidiaries involving a distribution to its shareholders of 20% or more of the net worth of Holdings and its Subsidiaries determined on the basis of fair market value.
Sample 1
Supermajority Voting Requirements. Notwithstanding anything to the contrary in this Operating Agreement, no Member and no officer shall, unless approved by a Supermajority in Interest of the Members, undertake on behalf of the Company any of the following: (a) Approving the Budget and Business Plan or any material modification thereof, including incurring any obligations or making any expenditures not provided for in the Budget or the Business Plan in excess of $10,000 in any one case or $100,000 in the aggregate in any Fiscal Year. (b) Investing the Company's funds in, or liquidating the Company's holdings of, securities and other financial instruments the returns on which are determined, in whole or in part, by insured losses from catastrophic events (collectively, "Catastrophe Bonds"). (c) Incurring any indebtedness for borrowed money from any source, including any Member, or guaranteeing or securing any obligations of another Person except indebtedness and guarantees in the ordinary course of the Company's business (including, but not limited to, margin arrangements). (d) Lending or advancing any funds or other assets of the Company other than in connection with investment transactions. (e) Mortgaging or pledging or otherwise encumbering any assets or rights of the Company, except encumbrances in the ordinary course of the Company's business (including, without limitation, in connection with margin arrangements). (f) Initiating, compromising, settling, or confessing of judgment with respect to any arbitral or legal proceedings in each instance involving more than $10,000 in dispute. (g) Making any Distributions of cash or other property from the Company to the Members (other than Distributions in respect of Special Interests). (h) Taking any action with respect to any acquisition of all or substantially all of the stock, properties or assets of another Person, any merger, consolidation, reorganization, recapitalization or similar transaction involving the Company, or any sale, lease, exchange or other disposition of all or substantially all of the properties or assets of the Company. (i) Engaging in transactions or entering into agreements with one or more Members or any Affiliate thereof or in which one or more Members or any of their respective Affiliates has a material economic interest. (j) Altering the Company's Fiscal Year. (k) Admitting additional Members to the Company or permitting any Member to acquire a Special Interest. (l) Exercising the Company Option. (m) Initiating or pa...
Sample 1
Supermajority Voting Requirements. (a) No decision or action relating to the following matters shall be taken by the Company, or by the Shareholders in respect of the Company, and in the case of the sub-sections below referring to the Material Subsidiaries, the Company shall ensure that each of its Material Subsidiaries shall not take any such decision or action, without the prior approval of Shareholders holding Shares of the Company representing at least seventy percent (70%) of the voting Shares of the Company (with all Shareholders voting as a single class, on an as-converted to Ordinary Shares basis): (i) any amendments to, repeal of, or variation of its Organizational Documents or any other action, in each case, that has or could reasonably be expected to result in a conflict with or variation of the rights, privileges or preferences of any Series D Preferred Shares;
Sample 1
Supermajority Voting Requirements. Prior to the Company taking any of the following actions, the affirmative vote of all of the Units held by the Class A Members and the Class B Units shall be required: 4.3.1 The formation of a Special LLC and the undertaking of a Project in accordance with the provisions of Section 5.2. 4.3.2 The appointment or dismissal of executive officers for the Company, the establishment of the terms of their employment and any modification to the terms of their employment; 4.3.3 Any transaction between the Company and a related party (which shall include, but not be limited to, Members, Managers and officers and their respective relatives); 4.3.4 The undertaking of any Project or the formation of any Special LLC; 4.3.5 The making of any distributions, other than mandatory distributions required by Section 6.6 of this Agreement; 4.3.6 The issuance of any Units other than the Units that are being issued in connection with the formation of the Company and the execution of this Operating Agreement; 4.3.7 The redemption of any Units, except as expressly contemplated by this Agreement; 4.3.8 The incurrence by the Company of any indebtedness other than aggregate indebtedness not in excess of $25,000.00 incurred for the expenses of operating the Company in the ordinary course. 4.3.9 The sale of any Project or the interest of the Company in any Project 4.3.10 The merger or consolidation of the Company with another entity in a transaction which the Company is not the surviving entity, or the sale of all or substantially all of its assets; 4.3.11 The acquisition by the Company of another entity, whether by purchase, merger or otherwise; 4.3.12 The amendment of this Agreement (including any amendment to create additional classes of Membership); and 4.3.13 The liquidation or dissolution of the Company.
Sample 1

Related to Supermajority Voting Requirements

  • 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.

  • Additional Voting Powers and Voting Requirements for Certain Actions Notwithstanding any other provision of this Agreement, the Shareholders shall have power to vote to approve any amendment to Article VIII of this Agreement that would have the effect of reducing the indemnification provided thereby to Covered Persons or to Shareholders or former Shareholders, and any repeal or amendment of this sentence, and any such action shall require the affirmative vote or consent of Shareholders owning at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon. In addition, the removal of one or more Trustees by the Shareholders shall require the affirmative vote or consent of Shareholders owning at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon. The voting requirements set forth in this Section 6.2 shall be in addition to, and not in lieu of, any vote or consent of the Shareholders otherwise required by applicable law (including, without limitation, any separate vote by Portfolio (or Class) that may be required by the 1940 Act or by other applicable law) or by this Agreement.

  • 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) Each of Parent and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. (b) Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the terms or provisions of this Agreement, will (i) assuming the Parent Stockholder Approval is obtained, conflict with or violate any provision of the Parent’s certificate of incorporation and by-laws or any of the Organizational Documents of Parent’s material Subsidiaries, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 and the Parent Stockholder Approval are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract or Permit to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of Parent or any of its Subsidiaries, except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (i) The affirmative vote (in person or by proxy) of the holders of a majority of the aggregate voting power present at the Parent Stockholder Meeting or any adjournment or postponement thereof to approve the Parent Stock Issuance (the “Parent Stock Issuance Approval”) and (ii) the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Parent Common Stock entitled to vote on the adoption of the Charter Amendment (the “Parent Charter Approval” and, collectively with the Parent Stock Issuance Approval, the “Parent Stockholder Approval”)) are the only votes or approvals of the holders of any class or series of the capital stock of Parent necessary to approve the Parent Stock Issuance, adopt the Charter Amendment and approve and consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Parent has unanimously (i) determined that this Agreement and the transactions contemplated by this Agreement are in the best interests of Parent and its stockholders, (ii) approved and declared advisable this Agreement, the Charter Amendment and the Parent Stock Issuance and (iii) resolved to submit the Charter Amendment and the Parent Stock Issuance to a vote of Parent’s stockholders and recommend the adoption of the Charter Amendment and approval of the Parent Stock Issuance.

  • 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”).

  • Trunking Requirements The Parties will provide designed Interconnection facilities that meet the same technical criteria and service standards, such as probability of blocking in peak hours and transmission standards, in accordance with current industry standards.

  • Affirmative Action Requirements The State intends to carry out its responsibility for requiring affirmative action by its contractors.

  • Certain Voting Matters [To be inserted if the Charter provides for voting in proportion to liquidation preferences: Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Designated Preferred Stock and any Voting Parity Stock has been cast or given on any matter on which the holders of shares of Designated Preferred Stock are entitled to vote shall be determined by the Issuer by reference to the specified liquidation amount of the shares voted or covered by the consent as if the Issuer were liquidated on the record date for such vote or consent, if any, or, in the absence of a record date, on the date for such vote or consent. For purposes of determining the voting rights of the holders of Designated Preferred Stock under Section 7 of the Standard Provisions forming part of this [Certificate of Designations], each holder will be entitled to one vote for each $1,000 of liquidation preference to which such holder’s shares are entitled.] [To be inserted if the Charter does not provide for voting in proportion to liquidation preferences: Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.] 1 If Issuer desires to issue shares with a higher dollar amount liquidation preference, liquidation preference references will be modified accordingly. In such case (in accordance with Section 4.6 of the Securities Purchase Agreement), the issuer will be required to enter into a deposit agreement.

  • Shareholders Voting Powers and Meeting 11 Section 5.1 Voting Powers 11

  • Quorum and Required Vote (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

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