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 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 Company Stockholder Vote shall have the meaning set forth in Section 2.5.

  • 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 has the meaning set forth in Section 3.2.

  • 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 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.

  • 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 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.

  • CPF Board means the Central Provident Fund Board, a body corporate established under the Central Provident Fund Act (Cap. 36);

  • 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 5.12(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.

  • MUSL Board means the governing body of the MUSL, which is comprised of the chief executive officer of each Party Lottery.

  • Board Approval means the affirmative vote of a majority of the Disinterested Directors of the Company or a unanimous written consent of the Board of Directors of the Company duly obtained in accordance with the applicable provisions of the Company's certificate of incorporation, bylaws and applicable law.

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

  • Major Decision means:

  • Parent Stockholder Approval means the approval of the Parent Common Stock Issuance by the affirmative vote of a majority of the votes cast at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent.

  • 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.