Majority Director Vote definition

Majority Director Vote means (whether the reference relates to a determination, approval or vote of the Board of Directors, the Company or certain of the directors of the Company) the affirmative vote and approval of the directors of the Company (duly elected or appointed in accordance with the Company’s By-laws) constituting a majority in number of the total number of directors then constituting the Company’s Board of Directors (as authorized in accordance with the Company’s By-laws); provided, however, that if a Majority Director Vote is required or taken hereunder (or otherwise pursuant to this Agreement) at any time on or after a Special Vote Event (as defined below) shall have occurred, then, in addition to such vote and approval of the full Board of Directors, the vote and approval of a majority of the Independent Directors, if any, shall also be required. For purposes of this Agreement, a “Special Vote Event” shall mean and include either (or the earlier of) (i) the time any Person becomes an Acquiring Person, or (ii) the date of a change, resulting from a proxy or consent solicitation, in a majority of the directors of the Company in office at the commencement of such solicitation, if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event. To the extent permitted or required under Florida law, the authorization and approval of this Agreement by the Company’s Board of Directors shall also constitute the authorization and approval of the special quorum and vote requirements with respect to the directors of the Company (including any requirement with regard to a vote by or approval of Independent Directors), as set forth or provided in this Agreement.
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Majority Director Vote means (whether the reference relates to a determination, approval or vote of the Board of Directors, the Company or certain of the directors of the Company) the affirmative vote and approval of the directors of the Company (duly elected or appointed in accordance with the Company's By-laws) constituting a majority in number of the total number of directors then constituting the Company's Board of Directors (as authorized in accordance with the Company's By-laws); provided, however, that if a Majority Director Vote is required or taken hereunder (or otherwise pursuant to this Agreement) at any time on or after a Special Vote Event (as defined below) shall have occurred, then, in addition to such vote and approval of the full Board of Directors, the vote and approval of a majority of the Independent Directors, if any, shall also be required. For purposes of this Agreement, a "Special Vote Event" shall mean and include either (or the earlier of) (i) the time any Person becomes an Acquiring Person, or (ii) the date of a change, resulting from a proxy or consent solicitation, in a majority of the directors of the Company in office at the commencement of such solicitation, if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board of Directors of the Company has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event. To the extent permitted or required under Delaware law, the authorization and approval of this Agreement by the Company's Board of Directors shall also constitute the authorization and approval of the special quorum and vote requirements with respect to the directors of the Company (including any requirement with regard to a vote by or approval of Independent Directors), as set forth or provided in this Agreement.
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Majority Director Vote means the vote of six (6) Directors (assuming a total of seven (7) Directors as provided herein) present or represented by a valid written proxy at any meeting of the Board at which a quorum is present, except in the event that any Founding Member is a Selling Member or a Non-Funding Member, as applicable, the Directors designated by such Founding Member will be excluded from voting on matters set forth in Sections 4.5(t), 4.5(v) and 5.4(a), as applicable, and in such cases the vote of four (4) out of five (5) remaining Directors present or represented by a valid written proxy at any meeting of the Board at which a quorum is present will be required.
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Examples of Majority Director Vote in a sentence

  • Notwithstanding anything contained in this Rights Plan to the contrary, no supplement or amendment may be made after the time that any Person becomes an Acquiring Person unless such supplement or amendment (i) does not adversely affect the interests of the holders of Rights, and (ii) is approved by a Majority Director Vote.

  • The redemption of the Rights pursuant to this Section 23(a) may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company, in its sole discretion, may establish (as approved by a Majority Director Vote).

  • Except as otherwise provided in the definition of Majority Director Vote: (i) each Director shall have one vote, and (ii) a Majority Director Vote shall be the act of the Board.

  • The Board may, subject to Section 4.5(q), increase or, subject to the other provisions of this Section 4.2, decrease the number of Directors comprising the entire Board (and, if applicable, amend the definition of Majority Director Vote).

  • If no resolution can be reached within such 30-day period, then the Budget for the immediately preceding year shall, by default, remain in effect for such year, subject to any other subsequent determination by the Board pursuant to a Majority Director Vote; provided that, if any Founding Member provides notice as set forth in Section 9.1, then such Founding Member shall have the right to withdraw from the Company as a Member in accordance with Section 9.1.

  • Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting and without a vote, if a written resolution or consent, setting forth the action so taken, is signed by sufficient Directors to pass a Majority Director Vote on the action so taken.

  • The authority, duties or responsibilities of any Officer may be suspended and/or employment of any Officer terminated by the Board with or without Cause pursuant to a Majority Director Vote.

  • In the event that the Board fails to approve (pursuant to Section 4.8) with a Majority Director Vote any Budget on or before March 31st of each year (a “Budget Deadlock”), then the chief executive officers (or other appropriate officers) of each Founding Member shall meet during a period of the next 30 calendar days to discuss the reasons for such Budget Deadlock and to consider solutions to resolve such Budget Deadlock.

  • Matters Requiring Board Approval by Simple Majority Director Vote.


More Definitions of Majority Director Vote

Majority Director Vote means (whether the reference relates to a determination, approval or vote of the Board of Directors, the Company or certain of the directors of the Company) the affirmative vote and approval of the directors of the Company (duly elected or appointed in accordance with the Company's By-laws) constituting a majority in number of the total number of directors then constituting the Company's Board of Directors (as authorized in accordance with the Company's By-laws); provided, however, that if a Majority Director Vote is required or taken hereunder (or otherwise pursuant to this Agreement) at any time on or after a Special Vote Event (as defined below) shall have occurred, then, in addition to such vote and approval of the full Board of Directors, the vote and approval of a majority of the Independent Directors, if any, shall also be required. For purposes of this Agreement, a "Special Vote Event" shall mean and include either (or the earlier of)
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Related to Majority Director Vote

  • Majority Vote means a vote made by more than half of the Members who are present at a Meeting and who are entitled to vote and voting at that Meeting upon a resolution put to that Meeting.

  • 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.

  • 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.

  • 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.

  • Disinterested Directors means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock.

  • Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

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

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

  • Unit Majority means (i) during the Subordination Period, at least a majority of the Outstanding Common Units (excluding Common Units owned by the General Partner and its Affiliates), voting as a class, and at least a majority of the Outstanding Subordinated Units, voting as a class, and (ii) after the end of the Subordination Period, at least a majority of the Outstanding Common Units.

  • Requisite Company Vote has the meaning set forth in Section 3.03(a).

  • Company Board of Directors means the board of directors of the Company.

  • Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Independent Directors means the members of the Board of Directors who are not officers or employees of the Manager.

  • 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);

  • Series A Directors means the directors of the Company that have been solely designated by the holders of record of the Series A Preferred Stock pursuant to the Certificate of Incorporation, the Stockholders Agreement or otherwise.

  • Preferred Directors means, collectively, the Series A Directors and the Series B Director.

  • New Directors means any director whose election by the Board or whose nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were Present Directors or New Directors.

  • Disinterested Board Members means those members of the Board of a Fund that are not deemed to be "interested persons" of the Fund, as defined by the Act.

  • Investor Directors or “Investor Director” has the meaning set forth in Section 6.1(a) hereof.

  • Required Vote has the meaning ascribed thereto in Section 2.2(b);

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

  • Majority Interests Vote means the vote, at a meeting of Holders, of (A) 67% or more of the Interests present or represented at such meeting, if Holders of more than 50% of all Interests are present or represented by proxy, or (B) more than 50% of all Interests, whichever is less.

  • Simple Majority means a decision made by the Management Committee by more than 50% of the votes represented and entitled to be cast at a meeting thereof.