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 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).
(b) The following decisions relating to each Company shall require the affirmative special majority vote of seventy five percent (75%) of the relevant 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 case of a written resolution taken without a Board meeting, seventy five percent (75%) of the Managers entitled to vote):
(i) Appointment, removal and remuneration of the Senior Officers;
(ii) Approval of the Project Budget and any material change thereto having a value in excess of the lower of fifty million US Dollars (US$50 million) or ten (10) percent of the Project Budget;
(iii) Approval of the issuing of the NTP for each Phase.
(iv) Approval of the annual operating budgets and any material change thereto (having a value in excess of the lower of fifty million US Dollars (US$50 million) or ten (I 0) percent of the annual operating budget) of the relevant Company following the Commercial Production Date;
(v) Approval of any Expansion, Value Added Project, the incurring by a Company of any additional indebtedness beyond that contained in the Financing Plan or the Project Budget, or any capital investment projects or material changes to the same in each case having a value in excess of fifty million US Dollars (US$50 million);
(vi) Approval of any Construction Agreement to be entered into after the Effective Date having a value in excess of fifty million US Dollars (US$50 million);
(vii) Approval of any Project Agreement to be entered into between a Shareholder or any of its Affiliates and any Company which is not in any Agreed Form at the Effective Date;
(viii) Approval of financial statements required to be produced by any Company and presented to the Shareholders in accordance with Clause 12.3;
(ix) Approval or any long-term contract, having a term in excess of three (3) years and having a v...
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. (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 [_______].
(B) For purposes of determining whether the Board voting thresholds referenced in this Agreement have been satisfied, the vote of the Manager (or Alternate Manager, as applicable) appointed by the relevant Member shall, subject to Sections 4.3(a) and 4.12(b), be equal, in the aggregate, to the Percentage Interest (at the time of such vote) of the Member who appointed such Manager. Specifically, subject to Sections 4.3(a) and 4.12(b), the Manager appointed by the relevant Member shall be entitled to one vote for each whole Percentage Interest held by the Member that appointed such Manager and to the applicable fraction of a vote for the portion of any Percentage Interest which is less than one (1) whole percent and is held by the Member that appointed such Manager. For the avoidance of doubt, the aggregate voting percentage that each Member is entitled to shall be equal to such Member’s Percentage Interest.
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.
(b) Subject to paragraph 3.2(c), the Development Committee shall adopt its resolutions with the affirmative simple majority vote of the Members being present in person or by proxy, and entitled to vote, at a duly convened meeting of the Development Committee at which a quorum is present (or in the case of a written resolution taken without a Development Committee meeting, the total number of Members). The decisions requiring the affirmative simple majority vote of the Members shall comprise all such decisions of the Members other than those for which a special majority resolution is required pursuant to paragraph 3.2(c) below.
(c) The following decisions shall require the affirmative special majority vote of seventy five per cent (75%) of the Members being present in person or by proxy, and entitled to vote, at a duly convened meeting of the Development Committee at which a quorum is present or in the case of a written resolution taken without a meeting of the Development Committee, seventy five per cent (75%) of the Managers entitled to vote:
(i) Approval of the Project Budget and any material change thereto having a value in excess of the lower of fifty million US Dollars (US$ 50 million) or ten (10) percent of the Project Budget; and
(ii) Approval of any Construction Agreement to be entered into after the Effective Date having a value in excess of fifty million US Dollars (US$50 million).
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):
(i) (Constitution) the making of any amendment to its constitution or the modification or abrogation of any rights attached to its shares;
(ii) (number of Directors) any change in the maximum number of Directors of the Company;
(iii) (Equity Rebalancing Protocol) the approval of the Equity Rebalancing Protocol as set out in clause 11.1;
(iv) (Exit Proposal) the provision of an Exit Proposal as set out in clause 12.1;
(v) (alteration of capital) the reduction or alteration of its capital in a manner provided for in the Corporations Act (including, without limitation, a purchase of its shares); and
(vi) (winding up) the making of an application or the commencement of any proceedings or the taking of any other steps for the winding up, dissolution, or appointment of an administrator of a Group Entity.
(b) Subject to the Corporations Act and clause 3.2, any action or resolution in respect of any matter other than the matters set out in this clause 8.3 will be made by the affirmative vote of a Simple Majority of Shareholders.
Voting Thresholds. Promptly after execution of the Agreement, QR will be required to:
(a) procure that each Participating Funding User approve the Approved Rules; and
(b) keep the Funding User informed of progress in respect of the establishment of the User Committee and the approval by Participating Funding Users of the Approved Rules. If requested by a Participating Funding User, QR will be required to procure that each Participating Funding User enter into a covenant in favour of each other Participating Funding User to be bound by the Approved Rules. The Funding User will be required to acknowledge that, by its execution of the Agreement, it approves the Approved Rules as those of the User Committee, and, if requested by QR, will be required to execute a covenant as contemplated above in the form reasonably required by QR. QR will be required to promptly notify each Participating Funding User upon becoming aware of any event which may impact any Participating Funding User’s right to be a member or otherwise participate and/or vote in respect of the User Committee.
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.
(b) Subject to Clauses 8.3(d), 8.3(e) and 8.3(f), all actions of the shareholders of the Company shall require the affirmative vote of at least two-thirds of the votes cast by eligible Shareholders at a duly-convened meeting of the Shareholders at which a quorum is present.
(c) Except in relation to the matters set out in Clauses 8.3(d), 8.3(e) and 8.3(f), and subject to the terms of this Agreement, each of the Shareholders agrees to vote their shares and to exercise their rights under the Articles and the Indonesian Company Law to:
(i) support the decisions of the Board of Directors (including to follow recommendations made by the Operating Committee and Finance Committee under delegated authority from the Board of Directors) and the Board of Commissioners;
(ii) uphold the agreed governance structure set forth in this Agreement; and
(iii) ensure compliance with this Agreement and Applicable Laws.
(d) The approval of any amendment to the Articles shall require the affirmative vote representing at least two-thirds of the outstanding Ordinary Shares.
(e) The approval of the following shall require the affirmative vote of at least 75% of the votes cast by eligible Shareholders at the applicable Shareholders’ meeting:
(i) any merger, amalgamation, acquisition, spin-off, bankruptcy filing, extension of the period of establishment of the Company or any Company Subsidiary or dissolution of the Company or any of the Company Subsidiaries;
(ii) any grant of a security interest over more than 50% of the Company’s consolidated assets in any fiscal year;
(iii) any dismissal of any member of the Board of Commissioners or Board of Directors of the Company or any of the Company Subsidiaries; and
(iv) Reserved Matters.
(f) Inalum Group shall have the right to approve the following actions at a general meeting of Shareholders (or by written resolution), prior to such actions being taken, provided that, at the time consent is required, Inalum Group holds at least 25% of the outstanding Ordinary Shares (each such action, a “Reserved Matter”):
(i) approval of any draft annual operating plan or draft annual financial plan, or any amendment thereto that includes an action or expense that is a Significant Deviation to the LTIP (other than Significant Deviations resulting from Non-Discretionary ...
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. 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. 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. 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.
