Vote Requirements Sample Clauses

Vote Requirements. The affirmative vote of the holders of a ----------------- majority of the outstanding Shares at the Company Meeting to approve this Agreement and the Merger is the only vote of the holders of any class or series of the Company's capital stock necessary to approve or adopt this Agreement and the transactions contemplated hereby.
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Vote Requirements. The affirmative vote of the holders of a ----------------- majority of the shares of Parent Common Stock and 6% Preferred Stock, represented in person or by proxy and voting together as a single class at the Parent Meeting to approve the issuance of shares of Parent Common Stock pursuant to this Agreement, is the only vote of the holders of any class or series of Parent's capital stock necessary in connection with the Transactions.
Vote Requirements. Assuming the accuracy of the Company’s representations and warranties set forth in Section 4.3 and compliance by the Company with its covenants in ARTICLE VI, no vote of the holders of any class or series of capital stock of Park is necessary for Park to approve this Agreement and the Merger.
Vote Requirements. Subject to the provisions of the Company's Restated Certificate of Incorporation, these Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by the Board of Directors; provided that no amendment or repeal of (a) the last sentence of Article III, Section 3 of these Bylaws, or (b) Article III, Sections 6, 7(b), 7(c), 9 and 10 of these Bylaws, nor the adoption of any provision of these Bylaws which would substantially and adversely affect the rights of the holders of Class B Common Stock, shall be effective except upon the affirmative vote of a majority of the shares of Class B Common Stock outstanding. EXHIBIT 7.11 FORM OF RULE 145 AFFILIATE LETTER ________________, 200_ [Stanford, Inc.] 1000 Louisiana, Suite 5800 Houston, Texas 77002 Ladies and Gentlemex: X xxxx xxxx xxxxxxx xxxx xx xx xhe date of this letter I may be deemed to be an "affiliate" of [Dynegy Inc., an Illinois corporation ("Dynegy"),] [Enron Corp., an Oregon corporation ("Enron"),] as the term "affiliate" is defined for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the terms of the Agreement and Plan of Merger dated as of November 7, 2001 (the "Agreement"), among Dynegy [Inc., an Illinois corporation ("Dynegy")], Stanford, Inc., a Delaware corporation and wholly owned subsidiary of Dynegy to be renamed Dynegy Inc. (the "Company"), Badin, Inc., an Illinois corporation and wholly owned subsidiary the Company ("Badin"), Sorin, Inc., an Oregon corporation and wholly owned subsidiary the Company ("Sorin") and Enron [Corp., an Oregon corporation ("Enron")], Sorin will be merged with and into Enron, with Enron being the surviving entity (the "Enron Merger"), and concurrently therewith Badin will be merged with and into Dynegy, with Dynegy being the surviving entity (the "Dynegy Merger" and, together with the Enron Merger, the "Mergers"). Pursuant to the Mergers, the outstanding common stock, no par value, of Enron ("Enron Common Stock") will be converted into Class A common stock, par value $.01 per share, of the Company ("Company Class A Common Stock"), and the outstanding Class A common stock, no par value, of Dynegy ("Dynegy Class A Common Stock") and outstanding Class B common stock, no par value, of Dynegy ("Dynegy Class B Common Stock") will be converted into Company Class A...
Vote Requirements. A. The following actions shall not be taken by or on behalf of the Corporation without the unanimous vote of the outstanding shares of the Corporation:
Vote Requirements. The concurrence, in a roll call vote, of a majority of the total number of all the Member Directors is necessary for the passage of any ordinance and the incurring of any extra-ordinary debt or financial obligation, that requires the Agency to issue Bonds, borrow money or otherwise incur debt in excess of anticipated revenues. Except as otherwise provided by these By-Laws or the Agreement, all other action of the Agency shall require a majority of those Directors present, provided there is a quorum.
Vote Requirements. Any action of the Commission shall require the affirmative vote of a majority of the Commission Members present and voting. Proxy voting shall not be permitted.
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Related to Vote Requirements

  • Existence; Compliance with Legal Requirements Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

  • Vote Required The affirmative vote of a majority of the votes that holders of the outstanding shares of Company Common Stock are entitled to vote with respect to the Merger is the only vote of the holders of any class or series of Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby.

  • Compliance with Legal Requirements The grant and exercise of the Option, and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of Shares as the Committee may consider appropriate and may require Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the Shares in compliance with applicable laws, rules and regulations.

  • Compliance with Requirements Any investment program furnished, and any activities performed, by the Manager or by a Sub-Adviser under this Section shall at all times conform to, and be in accordance with, any requirements imposed by: (1) the Act and any rules or regulations in force thereunder; (2) any other applicable laws, rules and regulations; (3) the Declaration of Trust and By-Laws of the Fund as amended from time to time; (4) any policies and determinations of the Board of Trustees of the Fund; and (5) the fundamental policies of the Fund, as reflected in its Registration Statement under the Act or as amended by the shareholders of the Fund.

  • Compliance with Applicable Requirements In carrying out its obligations under this Agreement, the Advisor shall at all times conform to:

  • Compliance With Insurance Requirements Borrower will comply with all Insurance requirements and will not permit any condition to exist on the Mortgaged Property that would invalidate any part of any Insurance coverage required under this Loan Agreement.

  • Compliance with Governmental Requirements Grantor shall comply promptly with all laws, ordinances, rules and regulations of all governmental authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Lender's interest in the Collateral, in Lender's opinion, is not jeopardized.

  • Compliance with Reporting Requirements The Company is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

  • Compliance with ERISA Requirements For purposes of ensuring compliance with the requirements of the "underwriter's exemption" (U.S. Department of Labor Prohibited Transaction Exemption 2000-58, 65 Fed. Reg. 67765 (Nov. 13, 2000)), issued under ERISA, and for the avoidance of any doubt as to the applicability of other provisions of this Agreement, to the fullest extent permitted by applicable law and except as contemplated by this Agreement, (1) the Trust shall not be a party to any merger, consolidation or reorganization, or liquidate or sell its assets and (2) so long as any Certificates are outstanding, none of the Company, the Trustee or the Delaware Trustee shall institute against the Trust, or join in any institution against the Trust of, any bankruptcy or insolvency proceedings under any federal or state bankruptcy, insolvency or similar law.

  • ERISA Requirements (a) Borrower will not engage in any transaction which would cause an obligation, or action taken or to be taken under this Loan Agreement (or the exercise by Lender of any of its rights under the Note, this Loan Agreement or any of the other Loan Documents) to be a non-exempt prohibited transaction under ERISA or Section 4975 of the Tax Code.

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