Company Member Approval definition

Company Member Approval has the meaning specified in the Recitals hereto.

Company Member Approval means the approval of this Agreement and the transactions contemplated hereby, including the Merger, by Company Members holding Membership Interests representing at least a majority of all then outstanding Membership Interests.

Company Member Approval means the affirmative vote or written consent of Company Members holding a majority of the outstanding Company Units entitled to vote on the adoption of this Agreement and approval of the transactions contemplated hereby, including the Merger.

Examples of Company Member Approval in a sentence

• The Company acknowledges and agrees that the Company Member Approval has been given and that no modification thereto shall be effective to withdraw or revoke the Company Member Approval.

• Immediately prior to the Effective Time (and after the receipt of the Company Member Approval), the Unitholder shall distribute, pursuant to the terms of the Fifth Amended and Restated OCGH Limited Partnership Agreement, dated November 10, 2015, by and among the General Partner and the limited partners party thereto (the “LPA”), the 13,000 Class A Units it holds to one or more limited partners of OCGH in partial redemption for such OCGH Units.

• Except for the Company Member Approval, no consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

• The Company Member Approval shall have been obtained in accordance with applicable law and the Certificate of Formation and Amended and Restated Limited Liability Company Agreement of the Company.

• The execution, delivery and performance by the Company of this Agreement, and the consummation of the Merger, have been duly authorized and approved by its Board of Directors, and except for obtaining the Company Member Approval for the adoption of this Agreement, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Merger.

More Definitions of Company Member Approval

Company Member Approval means the approval by the affirmative vote of a majority of the members of each Company, whether in person or by proxy at the Company Member Meeting (or any adjournment thereof) necessary to approve, as required by the Company Organizational Documents or applicable Law, (a) this Agreement, the Related Documents and transactions contemplated hereby and thereby, including the Company Merger, and (b) any other matters necessary or advisable to effect the consummation of the transactions contemplated hereby.

Company Member Approval has the meaning set forth in Section 3.3(b).

Company Member Approval means the vote, consent or approval of the Company Members (including any separate class or series vote, consent or approval that is required, whether pursuant to the Company’s Governing Documents, any equityholder agreement or otherwise) holding Company Interests required under applicable Law and the Governing Documents of the Company to approve the execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which the Company is or is required to be a party or bound, and the consummation of the transactions contemplated hereby and thereby, including the Company Merger.

Company Member Approval means the written consent of the Requisite Holders (as defined in the Company LLC Agreement), which consent shall result in the Merger and the Transactions contemplated hereby being deemed an Approved Sale in the form attached as Exhibit A.

Company Member Approval is defined in Section 3.2.4.

Company Member Approval means the affirmative vote or consent of the holders of more than two-thirds (2/3rds) of the Percentage Interest and the Series A Preferred Member approving the Merger and the consummation of the transactions contemplated by this Agreement.

Company Member Approval means the written consent of the Equityholders holding greater than 50% of Common Shares of the total issued and outstanding of the Company as of the execution of this Agreement.