Unitholder Approval. (a) Subject to Subsections 20.2(b), (c) and (d) hereof, certain matters relating to the Trust require approval by the Unitholders. Such approval must be given at a meeting duly called for that purpose or by written resolution pursuant to Article 16. Any provision of this Trust Agreement may be amended, deleted, expanded or varied with the approval of the Unitholders for the following purposes by resolution passed by an Ordinary Resolution, other than Clauses 20.2(a)(i) and (ii) which require approval of Unitholders by an Extraordinary Resolution:
(i) a change in the fundamental investment objective of the Trust;
(ii) a change in the investment and operating restrictions of the Trust, unless such change or changes are necessary to ensure compliance with Applicable Laws or other requirements imposed from time to time by applicable Securities Authorities or stock exchanges on which the Units are listed;
(iii) any change in the basis of calculating a fee or expense that is charged to the Trust or directly to its Unitholders by the Trust or the Manager in connection with the holding of Units which could result in an increase in charges to the Trust or to its Unitholders;
(iv) the introduction of a fee or expense to be charged to the Trust or directly to its Unitholders by the Trust or the Manager in connection with the holding of Units which could result in an increase in charges to the Trust or to its Unitholders;
(v) a reduction in the frequency of calculating the Net Asset Value of the Trust, the Net Asset Value per Unit, the Class Net Asset Value or the Class Net Asset Value per Unit;
(vi) a change in the Manager, unless the successor manager is an Affiliate of the current Manager or the successor manager occurs primarily as a result of a Manager Reorganization;
(vii) the Trust undertakes a reorganization with, or transfers its assets to, another investment fund, if
(A) the Trust ceases to continue after the reorganization or transfer of assets, and
(B) the transaction results in the Unitholders becoming unitholders in the other investment fund; or
(viii) the Trust undertakes a reorganization with, or acquires assets from, another investment fund, if
(A) the Trust continues after the reorganization or acquisition of assets,
(B) the transaction results in the unitholders of the other investment fund becoming Unitholders in the Trust, and
(C) the transaction would be a material change to the Trust.
(b) Despite Subsection 20.2(a), the approval of Unitholders i...
Unitholder Approval. The Unitholder Approval shall have been obtained in accordance with applicable Law and the Partnership Agreement.
Unitholder Approval. (a) All the Reserved Matters shall be subject to the approval of the Unitholders of the Company.
(b) Except as required by applicable law or otherwise provided in this Agreement, any action by the Unitholders of the Company at any General Meeting or extraordinary meeting shall require the approval of Unitholders of the Company having an aggregate Unitholder Interest of more than fifty percent (50%) present and voting at a validly held meeting; provided, however, that any Reserved Matter shall require the approval of Unitholders of the Company have an aggregate Unitholder Interest of ninety percent (90%) and voting at a validly held meeting.
Unitholder Approval. The affirmative vote or consent in favor of the approval of this Agreement, including the Merger, of the holders of a Unit Majority (the “Partnership Unitholder Approval”) shall have been obtained in accordance with applicable Law and the Organizational Documents of the Partnership.
Unitholder Approval. This Agreement and the Acquisition shall have been approved and adopted by the Required Company Vote.
Unitholder Approval. The Written Consent providing Partnership Unitholder Approval shall have been obtained and become effective in accordance with applicable Law and the Partnership Agreement and filed with the minutes of proceedings of the Partnership, and the Written Consent shall not have been amended, modified, withdrawn, terminated or revoked; provided, however, that this Section 7.1(a) shall not imply that the Written Consent is permitted by the Partnership Agreement or applicable Law to be amended, modified or revoked following its execution and delivery by VTDC.
Unitholder Approval. The Requisite Unitholder Consent shall have been obtained and shall be in full force and effect.
Unitholder Approval. (a) Subject to the terms and conditions of this Agreement, and except as permitted by Section 6.2(b), MLP shall take, in accordance with applicable Law, applicable stock exchange rules and the MLP Partnership Agreement, all action necessary to call, hold and convene the MLP Meeting to consider and vote upon the approval of this Agreement and the Merger Transactions, as promptly as practicable after the Registration Statement is declared effective. Subject to Section 6.2(b), the MLP GP Conflicts Committee shall recommend approval of this Agreement and the Merger Transactions to the holders of MLP Common Units (the “MLP Recommendation”), and MLP shall take all reasonable lawful action to solicit such approval by the holders of MLP Common Units. Except as provided in Section 6.2(b), neither the MLP GP Conflicts Committee nor the MLP GP Board shall (A) withdraw, modify or qualify in any manner adverse to PAA the MLP Recommendation or (B) publicly approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any Acquisition Proposal (any action described in this sentence being referred to as an “MLP Change in Recommendation”). None of MLP GP, MLP or any of their Subsidiaries shall execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar contract providing for any Acquisition Proposal.
(b) Notwithstanding Section 6.2(a), at any time prior to obtaining the MLP Unitholder Approval, the MLP GP Conflicts Committee or the MLP GP Board may make an MLP Change in Recommendation if it has determined in good faith, after consultation with its outside legal counsel and financial advisors, that failure to make an MLP Change in Recommendation would be inconsistent with its duties under the MLP Partnership Agreement or applicable Law; provided, however, that neither the MLP GP Conflicts Committee nor the MLP GP Board shall be entitled to exercise its right to make an MLP Change in Recommendation unless (i) MLP has provided to PAA three Business Days prior written notice (such notice, a “Notice of Proposed Recommendation Change”) advising PAA that the MLP GP Conflicts Committee or the MLP GP Board intends to take such action, specifying the reasons therefor in reasonable detail and if such action is in response to any Acquisition Proposal, such Acquisition Proposal is not the result of a material b...
Unitholder Approval. This Agreement and the Merger Transactions shall have been approved by the affirmative vote of holders, as of the record date for the MLP Meeting, of a majority of the outstanding MLP Common Units, voting as a class, and of a majority of the outstanding MLP Subordinated Units, voting as a class (collectively, the “MLP Unitholder Approval”).
Unitholder Approval. The Transactions shall have been ------------------- approved and adopted at the Unitholders Meeting by Unitholders (other than affiliates of BCPM) who are record holders of more than 50% of the outstanding Units.
