Qualified Vote definition

Qualified Vote means the Vote of at least sixty-five (65%) percent of the total number of Eligible Voters.
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Qualified Vote means the positive vote of one or more PARTY in a SUB-COMMITTEE who, pursuant to this AGREEMENT, individually or jointly represents an eighty five percent (85%) PARTICIPATION or more.
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Qualified Vote means the Vote of at least sixty-five (65%) percent of the total number of Eligible Voters provided, however, that: (i) for purposes of Subsection F of Section 3, a Qualified Vote shall further require a sixty-five (65%) percent Vote of Eligible Voters who were in the employ of Bank at or sixty days prior to the date on which such Potential Change in Control Period commenced; (ii) for purposes of Subsection B of Section 9, a Qualified Vote shall consist of either (A) at any time the Vote of 65% of all Eligible Voters not in the employ of Company at the time of such Vote or (B) if, during a Potential Change in Control Period, the Vote described in (i) of this proviso; and (iii) for purposes of clauses (ii), (iv) and (v) of Subsection B of Section 14, a Qualified Vote shall further require a sixty-five (65%) Vote of all Eligible Voters not in the employ of Company at the time of such Vote.
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Examples of Qualified Vote in a sentence

  • The successor Trustee shall not be required unless requested by Company, the Committee or a Qualified Vote to examine the records and acts of any prior Trustee.

  • From and after such seventh day any action or failure to act of the Committee under this Section 9 shall be equivalent to that which such action or failure to act of Company would be had such Qualified Vote not occurred.

  • A Potential Change in Control Period shall be deemed ended upon a declaration of such by the CEO or Company’s Board of Directors and agreement therewith by a Qualified Vote.

  • A Potential Change in Control Period shall be deemed ended upon a declaration of such by the CEO or the Board of Directors and agreement therewith by a Qualified Vote.

  • Subject to the current provisions of Section 5 hereof and the rights of Company’s creditors pursuant thereto, no amendment of this Agreement described in this B may be made without a Qualified Vote and no amendment to the provisions providing for or permitting termination of the Trust shall be made without a Super Qualified Vote.

  • During any Period of a Potential Change in Control and after any Change in Control upon a Qualified Vote, the Committee shall exercise the authority, powers, duties and functions described below in this Section 9 B.

  • If the G-Modelo Board of Directors, by a Qualified Vote, shall be unable to re- solve the dispute within 30 days, the Controlling Share- holders shall appoint a Controlling Shareholder Nominee and the Investor shall appoint an Investor Nominee to a special committee.

  • Such transfer shall commence immediately upon such resignation or removal and in any event shall be completed within ten (10) days after the effective date of such resignation or removal or, if later the appointment and acceptance of a successor Trustee, unless Company (or during a period of Potential Change in Control or after an actual Change in Control, the Committee, or if none, the Participants and Beneficiaries by a Qualified Vote) extends the time limit.

  • Trustee may be removed by Company on thirty (30) days’ written notice or upon shorter notice accepted by Trustee and a successor Trustee appointed by Company; provided, however that during a Potential Change in Control Period, Trustee may not be removed by Company without a Super Qualified Vote , and upon or after a Change in Control, Trustee may be removed only by a Super Qualified Vote.

  • The Committee shall have and exercise the authority, powers, duties, and functions of Company pursuant to the provisions of this Section 9 and from the date which is seven (7) days after Trustee receives written notice of such Qualified Vote from Company.


More Definitions of Qualified Vote

Qualified Vote means (a) with respect to any vote of the Board, the affirmative vote of at least one Director nominated by each Veto Shareholder that (i) is not a Defaulting Shareholder at the time of such vote, and (ii) is not prohibited from voting pursuant to the last proviso of Section 3.08(b), the last sentence of Section 5.05(b) or the last sentence of Section 5.05(e) of the Shareholders Agreement and (b) with respect to any vote of the Members, the affirmative vote of each Veto Shareholder that (i) is not a Defaulting Shareholder at the time of such vote, and (ii) is not prohibited from voting pursuant to the last proviso of Section 3.08(b), the last sentence of Section 5.05(b) or the last sentence of Section 5.05(e) of the Shareholders Agreement.
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Related to Qualified Vote

  • Qualified voter means a person who is entitled to vote pursuant to the Constitution of Virginia and

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

  • Eligible Voter means a legal voter who resides in the jurisdiction of the county,

  • Qualified Preferred Stock means any preferred capital stock of Holdings so long as the terms of any such preferred capital stock (x) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision prior to the 91st day after the Latest Maturity Date as of the date such Qualified Preferred Stock was issued other than (i) provisions requiring payment solely (or with provisions permitting Holdings, to opt to make payment solely) in the form of common Equity Interests, Qualified Preferred Stock of Holdings or cash in lieu of fractional shares, as applicable, or any Equity Interests of any direct or indirect Parent Company of Holdings, (ii) provisions requiring payment solely as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale are subject to the payment in full of all Obligations in cash (other than unasserted contingent indemnification obligations) or such payment is otherwise permitted by this Agreement (including as a result of a waiver or amendment hereunder) and (iii) with respect to preferred capital stock issued to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, provisions requiring the repurchase thereof in order to satisfy applicable statutory or regulatory obligations and (y) give Holdings the option to elect to pay such dividends or distributions on a non-cash basis or otherwise do not require the cash payment of dividends or distributions at any time that such cash payment is not permitted under this Agreement or would result in an Event of Default hereunder.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • transferable vote means a ballot document on which, following a first preference, a second or subsequent preference is recorded in consecutive numerical order for a continuing candidate,

  • transferred vote means a vote derived from a ballot document on which a second or subsequent preference is recorded for the candidate to whom that ballot document has been transferred, and

  • Qualified Capital Stock means any Capital Stock that is not Disqualified Capital Stock.

  • 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;

  • Qualified GIC A guaranteed investment contract or surety bond providing for the investment of funds in the Custodial Account and insuring a minimum, fixed or floating rate of return on investments of such funds, which contract or surety bond shall:

  • 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.

  • 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.

  • 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.

  • Recorded Vote means a written record of the name and vote of each member of Council or a Committee who votes on a question and of each member present who does not vote.

  • Qualified Capital Interests in any Person means a class of Capital Interests other than Redeemable Capital Interests.

  • Qualified distribution means a distribution from a Roth Elective Deferral Account after the Participant has satisfied a five year tax holding period and has attained age 59½, died, or become Disabled, in accordance with Code Section 402A(d). The five year tax holding period is the period of five consecutive taxable years that begins with the first day of the first taxable year in which the Participant makes a designated Roth Elective Deferral under the Plan or to another retirement plan which amount was directly rolled over to the Plan, and ends when five consecutive taxable years have been completed.

  • Non-Voting Common Stock means the non-voting common stock, par value $0.01 per share, of the Company.

  • Permitted Preferred Stock means and refers to any Preferred Stock issued by Parent (and not by one or more of its Subsidiaries) that is not Prohibited Preferred Stock.

  • Multiple Voting Shares means the Class B multiple voting shares in the capital of the Corporation;

  • Special Voting Share means the one share of Series B special voting preference stock with no par value, issued by US Gold to and deposited with the Trustee, which entitles the holder of record to a number of votes at meetings of holders of shares of US Gold Common Stock equal to the number of Exchangeable Shares outstanding from time to time that are held by Beneficiaries.

  • 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.

  • Designated Preferred Stock means Preferred Stock of the Company or any direct or indirect parent of the Company, as applicable (other than Disqualified Stock), that is issued for cash (other than to the Company or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof.

  • Qualified Equity Interest means, with respect to any Person, any Equity Interest of such Person that is not a Disqualified Equity Interest.

  • Non-Voting Shares means a particular Class of Shares that do not carry the right to notice of or to attend or vote at general meetings of the ICAV or the relevant Fund.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Qualified Securities means securities of a reporting issuer that carry the right to participate in voting on the appointment or removal of the reporting issuer’s auditor;