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

  • 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.

  • Notwithstanding the foregoing, any action of the Company that is required by Law to be approved by the Members or that requires a Qualified Vote pursuant to Bye-law 11 shall require the approval of each Veto Shareholder (other than a Defaulting Shareholder), and any of the matters set forth in Bye-law 46 shall require the approval of each Initial Shareholder (other than a Defaulting Shareholder) holding at least ten percent (10%) of the Outstanding Shares.

  • Notwithstanding anything to the contrary contained in this Section 1, prior to the Initial Public Offering, (a) any amendments to these By-Laws by the Board of Directors shall require a Qualified Vote of the Board of Directors and (b) any amendments to Article III of these By-Laws shall require the affirmative vote of at least 80% of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of Directors, voting together as a single class.


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, for the purpose of voting in respect of Land matters under this Land Code, a Member who has attained eighteen (18) years of age on or before the day of the vote;

  • Qualified Preferred Stock means any preferred capital stock of Holdings or Lead Borrower 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 or Lead Borrower, as applicable, to opt to make payment solely) in the form of common Equity Interests, Qualified Preferred Stock of Holdings or Lead Borrower or cash in lieu of fractional shares, as applicable, or any Equity Interests of any direct or indirect Parent Company of Holdings or Lead Borrower, as applicable, (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 Lead Borrower, as applicable, 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 or Lead Borrower 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.

  • Qualified shares means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to count votes either knows, or under subsection 4 is notified, are held by:

  • 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 seventy-five percent (75%) of the Members.

  • 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.

  • 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 multiple voting shares in the capital of the Corporation;

  • Special Voting Share means the one share of Series B Special Voting Preferred 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 US Gold Common Stock equal to the number of Exchangeable Shares outstanding from time to time that are held by Non-Affiliated Holders.

  • 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 Issuer or any direct or indirect parent of the Issuer (other than Disqualified Stock), that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s 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 Company 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;