Votes per Manager; Quorum; Required Vote for Board Action Sample Clauses

Votes per Manager; Quorum; Required Vote for Board Action. (i) Each Manager shall have one vote.
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Votes per Manager; Quorum; Required Vote for Board Action. Each Management Manager and Class A-2 Manager shall have one vote per Manager. Each Class A-1 Manager shall have the number of votes equal to the quotient obtained by dividing (i) six, by (ii) the number of Class A-1 Managers then serving on the Board. Unless otherwise required by this Agreement, Managers having at least eight (8) votes either present (in person or by teleconference) or represented by proxy, shall constitute a quorum for the transaction of business at a meeting of the Board. Except as expressly provided in this Agreement, the affirmative vote of Managers casting a majority of votes entitled to be cast by all Managers shall be the act of the Board.
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Votes per Manager; Quorum; Required Vote for Board Action. Each Manager shall have one vote; provided, however, that any Warburg Pincus Group Manager shall be entitled to cast an aggregate of up to three votes at any meeting if (i) any of the Warburg Pincus Group Managers is not present at such meeting (and such absent Warburg Pincus Group Manager shall be deemed to have given a proxy to vote at such meeting to any other Warburg Pincus Group Manager who is present at such meeting and is designated by the Warburg Pincus Group), or (ii) if there are any vacancies in the Warburg Pincus Group Managers (for example, if the Warburg Pincus Group has only designated one of its three managers, then one Warburg Pincus Group Manager may cast a total of three votes on matters presented to the Board). Unless otherwise required by this Agreement a majority of the total number of Managers (either present (in person or by teleconference) or represented by proxy) shall constitute a quorum for the transaction of business at a meeting of the Board. Actions by the Board shall require the vote or consent of at least a majority of the votes cast on such matter, including at least one Warburg Pincus Group Manager. For quorum proposes any Warburg Pincus Group Manager or Warburg Pincus Group Managers present at a meeting shall count as an aggregate of three votes.
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Votes per Manager; Quorum; Required Vote for Board Action. (i) Each Manager shall have one vote; provided that if any FX Manager or LMC Manager is absent or if there is a vacancy in the FX Managers or LMC Managers at any time when there is at least one (1) FX Manager or LMC Manager, as the case may be (for example, if FX has only designated one (1) of its initial three (3) Managers), the vote of each Manager appointed by such Member present at a meeting (or consenting to any written consent) shall be automatically multiplied by a fraction, the numerator of which is the total number of Managers that may be appointed by such Member pursuant to Section 5.2(c)(i) and the denominator of which is the number of Managers that may be appointed by such Member pursuant to Section 5.2(c)(i) that is present or consenting.
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Votes per Manager; Quorum; Required Vote for Board Action. Each Manager shall have one vote; provided, however, that an EnCap Manager shall be entitled to cast more than one vote under the following circumstances: (i) if any of the EnCap Managers are not present at such meeting, then the EnCap Manager(s) present at the meeting shall be given an aggregate number of additional votes equal to the number of votes attributable to the number of EnCap Managers absent (such absent EnCap Manager(s) shall be deemed to have given a proxy to vote at such meeting to any other EnCap Manager who is present at such meeting and is designated by EnCap) or (ii) if there are any vacancies in the EnCap Managers, then the EnCap Manager(s) shall be given an aggregate number of additional votes equal to the number of votes attributable to the number of vacancies of the EnCap Managers (for example, if EnCap has designated only one of its three Managers, then such EnCap Manager may cast a total of three votes on matters presented to the Board). Unless otherwise required by this Agreement, Managers having a majority of the votes, including at least one EnCap Manager, either present (in person or by teleconference) or represented by proxy, shall constitute a quorum for the transaction of business at a meeting of the Board. A single EnCap Manager shall, for quorum purposes, count as three votes. Actions by the Board shall require the vote or consent of Managers having at least a majority of the votes cast on such matter, including at least one EnCap Manager.
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Votes per Manager; Quorum; Required Vote for Board Action. Meetings of the Board. 39 Section 6.4 Power to Bind Company. 41
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Votes per Manager; Quorum; Required Vote for Board Action. Each Manager shall be entitled to exercise one vote. A meeting of the Board will be called on at least 48 hours prior notice to each Manager, unless such notice is waived by each Manager. A majority of the then appointed Managers either present (in person or by telephone pursuant to Section 8.2(k)) or by proxy, shall be necessary and sufficient to constitute a quorum for the transaction of business at a meeting of the Board. Unless expressly provided otherwise in this Agreement, approval of a matter by the Board will require the affirmative vote of a majority of the total number of Managers; provided, however, that any sale, assignment or other transfer of any NRP Common Units held by the Company (other than pursuant to Section 3.5) shall require the affirmative vote of all of the Managers (such approval, “Board Approval”)
Sample 1
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Votes per Manager; Quorum; Required Vote for Board Action. Meetings of the Board 23 Section 6.4 Power to Bind Company 24 Section 6.5 Liability for Certain Acts 24 Section 6.6 Manager Has No Exclusive Duty to Company 25 Section 6.7 Resignation and Withdrawal 25 Section 6.8 Removal 25 Section 6.9 Vacancies 25 Section 6.10 Delegation of Authority; Officers 26 Section 6.11 Designation of Operator 26 Section 6.12 Approval of Members 27 Section 6.13 ** 30 Page
Sample 1
Votes per Manager; Quorum; Required Vote for Board Action. Each Manager shall be entitled to exercise one vote; provided, that a Linn Manager may exercise the vote of any absent Linn Manager (but not, for the avoidance of doubt, any other absent Manager) or if there is a vacancy in the Linn Managers then the Linn Manager(s) present at the meeting shall be given one additional vote for each such vacancy (and, if more than one Linn Manager is present at the meeting, then such additional vote(s) shall be allocated among the Linn Managers present in proportion to the number of Linn Managers present, or, in such other proportions as are determined by the present Linn Managers). A meeting of the Board will be called on at least 24 hours’ prior notice to each Manager, unless such notice is waived by each Manager. Managers having a majority of the votes then entitled to be cast by the total number of Managers then entitled to be appointed to the Board, including at least one Linn Manager, either present (in person or by telephone pursuant to Section 8.2(k) or by proxy), shall be necessary and sufficient to constitute a quorum for the transaction of business at a meeting of the Board. Unless expressly provided otherwise in this Agreement, approval of a matter by the Board will require the affirmative vote of a majority of the votes cast on such matter, including the affirmative vote of at least one Linn Manager (such approval, “Board Approval”).
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Related to Votes per Manager; Quorum; Required Vote for Board Action

  • 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.

  • Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula: 100 x A/B where:

  • 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.

  • Required Vote of the Company Stockholders The affirmative vote of the holders of a majority of the outstanding shares of Company Voting Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of holders of securities of the Company that is required to approve this Agreement and the transactions contemplated hereby, including the Mergers.

  • Quorum; Vote Required for Action At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

  • 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”).

  • Notice of Change in Board of Directors With reasonable promptness, written notice of any change in the board of directors (or similar governing body) of Holdings or Company;

  • Counting Votes and Recording Action of Meetings The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any Series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the fact, setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

  • Required Vote of Company Stockholders The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock is required to approve and adopt this Agreement. No other vote of the securityholders of the Company is required by law, the Company Charter, the Company Bylaws or otherwise in order for the Company to consummate the Merger, the Subsequent Merger and the other transactions contemplated hereby.

  • No Liability for Election of Recommended Directors No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

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