Defined Majority Approval definition

Defined Majority Approval means:
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Defined Majority Approval means:  If 5 directors are voting, 4 are required to approve;  If 4 directors are voting, 3 are required to approve; and  If 3 or 2 directors are voting, 2 are required to approve. In addition, no Series A Director or Series B Director, as applicable, shall vote on any matter which involves:  a conflict of interest to such director in light of his designation by the Series A note holders or the Series B note holders, as applicable, provided that, for the avoidance of doubt, a debt issuance that is senior, structurally senior or pari passu to the Series A Notes or the Series B Notes shall not be considered a conflict of interest transaction and a director, including any director designated by the Series A note holders or the Series B note holders shall be entitled to vote on such transaction, so long as no other conflict of interest exists or other restriction on voting applies  any transaction pursuant to which the outstanding principal and interest amount of either the Series A Notes or the Series B Notes, is paid in full (with respect to the applicable directors); provided that this shall not apply if both the Series A Notes and the Series B Notes would be paid in full  any material modifications to the terms of either the Series A Notes or the Series B Notes (with respect to the applicable directors); provided that this shall not apply if both the Series A Notes and the Series B Notes would be adversely affected by such modifications. A professional manager will be appointed by the Board, whose duties will solely be administrative duties. The manager shall be selected by a majority of the Series A Directors, Series B Director and Equity Director. Securities As described more fully below, on the Closing Date, the Issuer or the Co- Issuance: Issuer, as applicable, shall issue to Emergent Capital, Inc. (“Emergent”) those instruments identified below, and the Issuer shall, in turn, distribute
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Defined Majority Approval means the affirmative approval of the members of the Board as follows: (i) if five directors are voting, the affirmative approval of four such directors is required to approve; (ii) if four directors are voting, the affirmative approval of three such directors is required to approve; and (iii) if two or three directors are voting, the affirmative approval of two such directors is required to approve.
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Examples of Defined Majority Approval in a sentence

  • On any date up to and including December 31, 2022, the Issuer may, at its option, but subject to approval by the Issuer’s Board of Directors (without requiring a Defined Majority Approval), repurchase the New Series A Notes and/or the New Series B Notes in the open market, provided that the Minimum Cash Balance is maintained immediately following such repurchasing transaction (“Open Market Repurchases”).

Related to Defined Majority Approval

  • Required Majority means a required majority, as defined in Section 57(o) of the Act.8

  • Requisite Approval means the affirmative vote of the holders of at least a majority of the shares of outstanding Company Common Stock and outstanding Company Preferred Stock voting as a single class.

  • IRB approval means the determination of the IRB that the research has been reviewed and may be conducted at an institution within the constraints set forth by the IRB and by other institutional and federal requirements.

  • Super Majority Vote means, the affirmative vote of the holders of Outstanding Interests of all Series representing at least two thirds of the total votes that may be cast by all such Outstanding Interests, voting together as a single class.

  • Supermajority Vote means the affirmative vote of at least two-thirds of all of the members of the Operating Committee or any Subcommittee, as applicable, authorized to cast a vote with respect to a matter presented for a vote (whether or not such a member is present at any meeting at which a vote is taken) by the Operating Committee or any Subcommittee, as applicable (excluding, for the avoidance of doubt, any member of the Operating Committee or any Subcommittee, as applicable, that is recused or subject to a vote to recuse from such matter pursuant to Section 4.3(d)); provided that if two-thirds of all of such members authorized to cast a vote is not a whole number then that number shall be rounded up to the nearest whole number.

  • Unanimous Consent means the consent of Lenders (other than Delinquent Lenders) holding 100% of the Commitments (other than Commitments held by a Delinquent Lender).

  • Requisite Majority means, as at any particular time, Passenger Operators whose Vehicle departures from the Station, expressed as a percentage of Total Departures, as at the relevant date, together are at least equal to the percentage specified in paragraph 4 of Annex 8 (or such other percentage as the ORR may specify by notice to the Station Facility Owner and to each Passenger Operator as the new percentage which is to apply for these purposes following the entry into, variation, amendment or termination of an access contract permitting a passenger service operator to use the Station, a Change in Control of any Passenger Operator or any event which results in a material change to the proportion of the Total Departures made by trains operated by or on behalf of any Passenger Operator);

  • MAA Approval means approval of an MAA by the applicable Regulatory Authority for marketing and sale of a Product in the Collaborator Territory, but excluding any Pricing and Reimbursement Approval.

  • Pre-approval means written notification via a pre-approval letter to Customer that Ameren Illinois has reviewed Customer's Application and determined that the project meets the program eligibility requirements for a maximum pre-approved incentive amount if the project is completed by the estimated completion date and all final application paperwork is submitted and approved.

  • CPUC Approval means a final and non-appealable order of the CPUC, without conditions or modifications unacceptable to the Parties, or either of them, which contains the following terms:

  • Special Approval means approval by a majority of the members of the Conflicts Committee.

  • Super-Majority Banks means, at any time, Banks holding Loans representing at least 66-2/3% of the aggregate principal amount of the Loans outstanding, or if no Loans are outstanding, Banks having Commitments representing at least 66-2/3% of the Total Commitment.

  • Super Majority has the meaning set forth in paragraph 5(b) of Annex I.

  • HSR Approval means expiration of all applicable waiting periods under the HSR Act (including any voluntary agreed extensions) or earlier termination thereof.

  • Age of majority means the age when the procedural safeguards and other rights afforded to the parent or parents of a student with a disability transfer to the student. In Virginia, the age of majority is 18.

  • Initial approval means authorization to admit students and enter into contractual agreements for clinical facilities. It is granted only after an application has been submitted, reviewed and a survey visit made by the Board. No students shall be admitted to the program until the institution has received written notification that initial approval has been granted. Failure to comply will delay initial approval.

  • Requisite Shareholder Approval means the affirmative vote of a majority of the outstanding shares of the Company’s Voting Stock (voting together as a single class) and the affirmative vote of a majority of the outstanding shares of Common Stock (voting separately as a single class), in each case approving the amendment of the Company’s amended and restated articles of incorporation to increase the number of authorized shares of Common Stock to 150,000,000 shares.

  • special majority means the majority of votes described in §11.2 which is required to pass a special resolution.

  • Non-Approval Event means, in respect of the Benchmark:

  • Super Majority Lenders means at any time a Lender or group of Lenders whose Commitments aggregate more than 80% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 80% of the Total Commitments immediately prior to that reduction).

  • Requisite Stockholder Approval has the meaning set forth in Section 3.2.

  • Supermajority means, with respect to any Class of Notes, the holders of at least 66-2/3% of the Aggregate Outstanding Amount of the Notes of such Class.

  • Majority Shareholder Vote means a vote of “a majority of the outstanding voting securities” (as such term is defined in the 0000 Xxx) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.

  • vote of a majority of the outstanding voting securities" shall mean the vote of the lesser of (a) 67 per centum or more of the shares of the Fund present or represented by proxy at the meeting if the holders of more than 50 per centum of the outstanding shares of the Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the Fund.

  • type-approval means the procedure whereby an approval authority certifies that a type of vehicle, system, component or separate technical unit satisfies the relevant administrative provisions and technical requirements;

  • CFIUS Approval means that any of the following shall have occurred: (a) the review period under the DPA commencing on the date that a CFIUS Notice is accepted by CFIUS shall have expired and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS to the effect that such review has been concluded and that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, (b) an investigation under the DPA shall have been commenced after such review period and CFIUS shall have determined to conclude all action under the DPA without sending a report to the President of the United States, and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, or (c) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and either (i) the President shall have announced a decision not to take any action to suspend or prohibit the Contemplated Transactions or, (ii) the period under the DPA during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Contemplated Transactions shall have expired without any such action being threatened, announced or taken.