Required Class B Director Approval definition

Required Class B Director Approval shall have the meaning ascribed thereto in the Certificate.
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Required Class B Director Approval means the prior written consent of: (a) six (6) Class B Directors so long as the Number of Class B Directors is eight (8); (b) four (4) Class B Directors so long as the Number of Class B Directors is six (6); or (c) three (3) Class B Directors so long as the Number of Class B Directors is four (4).
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Examples of Required Class B Director Approval in a sentence

  • The By-Laws may be amended, altered, restated or repealed, and new By-Laws may be adopted, by the Board, subject to any Required Class B Director Approval, any Required Class B Stockholder Approval and any additional approval required pursuant to the Governance Agreement.

  • In addition to the foregoing, the Required Class B Director Approval shall be necessary for the Board to take, cause, permit or authorize any Board Governance Actions.

  • The Company and each Purchaser acknowledges and agrees that, until the occurrence of an Event of Automatic Conversion, the Company shall not be authorized, without the Required Class B Director Approval (in addition to any approvals required hereunder, pursuant to the Certificate or applicable law), to take, cause, permit or authorize any of the Board Governance Actions and any attempt to take or authorize any such action without the Required Class B Director Approval shall be deemed void ab initio.

Related to Required Class B Director Approval

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

  • 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;

  • Required Shareholder Approval has the meaning in Section 2.20.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.

  • Requisite Stockholder Approval means the affirmative vote of the holders of a majority of that company’s issued and outstanding shares entitled to vote on the Merger actually voting in favor of this Agreement and the Merger.

  • 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.

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

  • Requisite Shareholder Approval shall have the meaning set forth in Section 4.3(a).

  • Prior Approval means written ap- proval by an authorized official evi- dencing prior consent.

  • 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.

  • Supermajority Vote means the affirmative vote of at least seventy-five percent (75%) of the Members.

  • Company Board Recommendation has the meaning set forth in Section 3.03(d).

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

  • Parent Board Recommendation has the meaning set forth in Section 5.11(a).

  • 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.

  • Board Approval has the meaning set out in Section 2.2(a)(ii);

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Major Decision means:

  • Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.

  • 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.

  • 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:

  • 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.

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