Vote Required for Action Sample Clauses
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Vote Required for Action. The act of the majority of the Directors present at a meeting of the Finance Board at which a quorum is present shall be the act of the Finance Board; provided, however, that the unanimous approval of all Directors then in office shall be required to:
(i) file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings under any applicable federal or state law on behalf of the Company or consent or acquiesce to such a filing by a third party;
(ii) consent to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or a substantial part of its property;
(iii) make a general assignment for the benefit of its creditors;
(iv) admit in writing its inability to pay its debts generally as they become due;
(v) file a petition in bankruptcy, dissolve, liquidate, consolidate, merge or convert the Company (other than any merger of the Company with Lazard Group or any liquidation or dissolution of the Company, in each case, pursuant to which the holders of the Lazard Group Finance Securities receive the securities of Lazard Group underlying the Lazard Group Finance Securities (the “Lazard Group Securities”) in respect of their Lazard Group Finance Securities;
(vi) sell, lease, distribute or otherwise transfer or otherwise cease to hold any or all of the assets of the Company other than pursuant to this Agreement or the Lazard Group Finance Indenture (other than pursuant to which the holders of the Lazard Group Finance Securities receive Lazard Group Securities in respect of their Lazard Group Finance Securities);
(vii) engage in any business activity not contemplated by the Purposes;
(viii) amend, alter, change or repeal any provision this Agreement; or
(ix) take any Company action in furtherance of the actions set forth in clauses (i) through (viii) above.
Vote Required for Action. The act of the majority of the Directors present at a meeting of the Lazard Board at which a quorum is present shall be the act of the Lazard Board; provided, however, that, notwithstanding anything herein to the contrary, any action or resolution of the Lazard Board (i) to remove, or to request the resignation or retirement of, the Chairman of the Board or the Chief Executive Officer from such office or (ii) to revoke, reduce or limit the powers or authorities delegated or otherwise granted to the Chairman of the Board or the Chief Executive Officer shall in each case require (1) the approval of each of the Nominating and Governance Committee of the Board of Directors of Lazard Ltd (the “Lazard Ltd Nominating Committee”) and the Board of Directors of Lazard Ltd (the “Lazard Ltd Board”) in accordance with Article 24 of the Lazard Ltd Bye-Laws and (2) after each of the approvals set forth in clause (1) of this proviso have been so obtained, the affirmative vote of a majority of the Directors then in office, to be an act of the Lazard Board.
Vote Required for Action. (a) Except as otherwise provided in the Articles of Incorporation, these By-Laws, or by law, the act of a majority of the directors present at a meeting at which a quorum is present at the time shall be the act of the Board of Directors.
(b) A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless:
(1) He objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting;
(2) His dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3) He delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
(c) The vote of a majority of the full Board of Directors shall be required to adopt a resolution to form a Committee. The vote of two-thirds of the directors is required to adopt a resolution recommending dissolution of the Corporation to the shareholders.
Vote Required for Action. The act of the majority of the Directors present at a meeting of the Board at which a quorum is present shall be the act of the Board.
Vote Required for Action. Except as expressly set forth otherwise with respect to certain actions in this Agreement, (i) all actions of the Steering Committee must be taken at any duly scheduled or called meeting thereof at which a quorum is present and shall require the affirmative vote of Members (or of their respective Alternate or designated proxy as set forth below) holding a majority of the aggregate voting percentages held by all Members present at such meeting, and (ii) all actions of any subcommittee of the Steering Committee must be taken at any duly scheduled or called meeting of such subcommittee at which a quorum (i.e., a majority of the aggregate voting percentage held by all members of such subcommittee) is present and shall require the affirmative vote of Members (or of their respective Alternate or designated proxy as set forth below) holding a majority of the aggregate voting percentages held by all Members who are members of such subcommittee. Voting by proxy, which proxy must be in writing and signed by the Member or Alternate designated by the Party granting a proxy, granted to another Member (or Alternate therefor) will be allowed in case a Party with a Member on the Steering Committee is not able to have its designated Member or Alternate attend any regular or special meeting.
Vote Required for Action. The AOC shall consider each proposal for asset optimization and assist in further developing the proposal for submission to the Management Committee. The AOC shall determine, by majority vote, when a proposal is fully developed and ready to be submitted to the Management Committee. It is the purpose and goal of the AOC to expedite the consideration and development of proposals for asset optimization. The AOC shall, therefore, act at all times with the intent of expediting and facilitating the process of consideration and development.
Vote Required for Action. At each meeting of the ------------------------ stockholders, if a quorum is present, the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote shall decide all matters brought before the meeting, except as otherwise provided by law, by the Restated Certificate of Incorporation or by these By-Laws.
Vote Required for Action. A Majority Vote (regardless of the number of Directors present at a meeting at which a Quorum is present) shall be an act of the Board, unless the vote of a greater number of Directors is required by applicable Law, the Certificate, or this Agreement. The matters specified on Schedule 8.1(i)(v) may only be taken (whether by the Company or any Subsidiary) with approval by a Supermajority Vote of the Board; provided that any matter excepted from Schedule 8.1(i)(v) by any item on Schedule 8.1(i)(v) shall be deemed to be excepted from all items on Schedule 8.1(i)(v) except where expressly covered by another item on such Schedule. Notwithstanding anything to the contrary contained in this Agreement, in the event that at any given time, (A) two or fewer Members have the right to designate a Director pursuant to Section 8.1(d)(ii) or (B) the aggregate Voting Common Interest Percentages owned by all Founding Firms (for the sake of clarity, the determination of Voting Common Interest Percentage excludes Non-voting Common Interests) falls below twenty percent (20%), the list of matters that may be taken only with approval by a Supermajority Vote of the Board shall include only those actions specified in items 8, 12, 15, 16, 24 and 25 on Schedule 8.1(i)(v), provided that in the event that the aggregate Voting Common Interest Percentages owned by all Founding Firms (for the sake of clarity, the determination of Voting Common Interest Percentage excludes Non-voting Common Interests) falls below fifteen percent (15%), a Supermajority Vote of the Board on such actions shall only be required to the extent that any such action would have a materially and disproportionately disadvantageous effect on the economic or voting rights of the Founding Firms; provided further that a material change to the pricing of the NYSE Euronext Agreement, subject to the provisions therein, that is not in good faith consideration of (i) documented additional or enhanced services (subject to such additional or enhanced services being provided at cost) or (ii) a documented increase in the aggregate cost of the services provided thereunder (for the sake of clarity, net of any reductions in other costs of services provided thereunder) will per se be deemed to have a materially and disproportionately disadvantageous effect on the economic rights of Founding Firms.
Vote Required for Action. (a) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors unless the Code, the Articles of Incorporation, or these Bylaws require the vote of a greater number of directors.
(b) A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless:
(i) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding it or transacting business at the meeting;
(ii) his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or
(iii) he or she delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right to dissent or abstain is not available to a director who votes in favor of the action taken.
Vote Required for Action. 6 4.5 Action by Directors Without a Meeting............................................................. 7