Voting Thresholds. (a) Subject to Clause 8.5(b), each Board of Managers shall adopt its resolutions with the affirmative simple majority vote of the Managers being present in person or by proxy, and entitled to vote, at a duly convened Board meeting at which a quorum is present (or in the Execution Version case of a written resolution taken without a Board meeting, the total number of Managers). The decisions requiring the affirmative simple majority vote of the Managers shall comprise all such decisions of the Managers other than those for which a special majority resolution is required pursuant to Clause 8.5(b).
Voting Thresholds. (a) The Company may not, and must ensure that each Group Entity does not, take any action or pass any resolution in respect of any of the following matters unless the action or resolution has been approved by a Special Majority of all Shareholders present, in person or by proxy (and subject to the Corporations Act):
Voting Thresholds. Any voting or other shareholder thresholds set forth above shall be without reference to or dilution by the Class B-3 Membership Units. The HoldCo Operating Agreement and the Amended LPL Operating Agreement shall be consistent with the foregoing and shall be in form and substance acceptable to Rimrock in its sole discretion. By no later than ten (10) days prior to the voting deadline on the Plan, copies of the proposed HoldCo Operating Agreement and the Amended LPL Operating Agreement shall be filed with the Bankruptcy Court and served on all holders of claims and interests entitled to vote on the Plan. A pro forma schedule of the capital accounts (and accrued interest) that are estimated to be held by the Members as of the Effective Date is included as an attachment to the Waterfall. For the sake of clarity, Rimrock and Rimrock Investor will hold a majority of the Membership Units on the Effective Date and will control all operations and management of the Reorganized Debtors at that time. Management Incentive Plan Certain Membership Units representing ten percent (10%) of all Membership Units (other than Class A Membership Units) shall be reserved and may be issued post-Effective Date to the management, employees or consultants of the Reorganized Debtors in accordance with the terms and conditions of any incentive plan or employment or consulting agreement approved by the Board of Directors of New HoldCo (such Membership Units, the “Class B-3 Membership Units”). The holders of Class B-3 Membership Units shall be entitled to receive distributions in accordance with the terms and priorities set forth in the Waterfall.
Voting Thresholds. In the event one or more Investors becomes a Defaulting Purchaser (as defined in the Purchase Agreement) and as a result of which Investors holding shares of Series A Preferred Stock constitute the Required Holders, then the Company and each Investor hereby agree to, and shall, take all actions necessary to revise the definition of “Required Holders” in each of the Transaction Documents and the Company’s certificate of incorporation such that the voting threshold set forth in such definition requires the greater of (a) at least 66 2/3% and (b) at least that the minimum percentage of Preferred Stock then collectively held, on an as-converted basis, by NEA, Novo, SR One and at least one Major Investor that (i) holds Series B Preferred Stock and (ii) does not hold (and is not an Affiliate of a holder of) Series A Preferred Stock.
Voting Thresholds. When a quorum is present at any meeting, the vote of the holders of a majority of the shares having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Act or the Memorandum or these Articles a Special Resolution of Members or a different vote is required (including, without limitation, pursuant to Article 12.3), in which case such express provision shall govern and control the decision of such question.
Voting Thresholds. (a) Each Share will carry one vote on both a show of hands and a poll at any Shareholder meeting. The chairman at any Shareholder meeting shall not be entitled to a second or casting vote.
Voting Thresholds. (A) All matters and decisions designated in this Agreement to be voted on or approved by the Board shall be voted on or approved by Majority Consent of the Board unless such decision is specifically designated in this Agreement as requiring [_______].
Voting Thresholds. (a) Subject to paragraphs 3.2(b) and 4(g) below, each Member shall have one (1) vote, and the Chairman of the Development Committee shall not have any additional voting power (including any casting vote) by virtue of his position.
Voting Thresholds. All decisions require a majority vote of the present and voting Board of Directors, except the following: Table 2 – Voting Thresholds of the NKGSA Board of Directors Key Authority Threshold Adoption of or amendments to the GSP Unanimous vote of all Directors To incur debts, liabilities or obligations on behalf of the Authority Five Affirmative Votes by Directors Adoption of or revisions to policies of the Authority Five Affirmative Votes by Directors GSA Enforcement Five Affirmative Votes by Directors Authorization to obligate the Authority to participate in litigation, or other legal proceedings Five Affirmative Votes by Directors Amendment of the Agreement Unanimous vote of all Directors, subject to ratification by all Members under 7.01 Any Assessment or Fees levied or imposed by the GSA Unanimous vote of all Directors Budget allocation among Parties for GSA operations after initial GSP Five Affirmative Votes by Directors Removal of a Member from the GSA Five Affirmative Votes by Directors
Voting Thresholds. Promptly after execution of the Agreement, QR will be required to:
