Requisite Stockholder Majority means at any time the approval of (a) each of at least two Investor Groups if there is more than one Investor Group, (b) a single Investor Group if there is only one Investor Group and (c) otherwise, Investors holding a majority of the outstanding Class A Stock constituting Shares then held by Investors party to this Agreement.
Requisite Stockholder Majority means the consent of the Approving Principal Investor Parties plus the consent of the Spectrum Investors; (b) the consent of two of the Principal Investors, so long as there are two or three Principal Investors; (c) the consent of one Principal Investor, so long as there is only one Principal Investor; or (d) the consent of holders of a majority of the issued and outstanding shares of Class A Common Stock and Class L Common Stock, voting together as a single class, so long as there is no Principal Investor. For the avoidance of doubt, for purposes of determining the Requisite Stockholder Majority, the taking of any action or the exercise of any right (including the granting of any consent or approval) by any Principal Investor or by the Spectrum Investors shall be determined by the holders of a majority of the Shares held by such Principal Investor or the Spectrum Investors (as applicable).
Requisite Stockholder Majority means at any time the approval of (a) (i) any Principal Investor Group then holding a number of shares of Common Stock constituting Shares that is no less than that held by any other Principal Investor Group and (ii) if only one Principal Investor Group is described in clause (a)(i), any other Principal Investor Group, if any and (b) if there are no Principal Investor Groups, the holders of a majority of the outstanding Common Stock constituting Shares.
Examples of Requisite Stockholder Majority in a sentence
In addition to any other provision of this Agreement, no holder of Shares shall Transfer any Shares pursuant to Sections 3.1.1, 3.1.3 or 3.1.5 of this Agreement to a Strategic Investor without the approval of a majority of the entire Board and the approval of the Requisite Stockholder Majority.
Stockholders Agreement: Amendments or waivers of the Stockholders Agreement shall require the vote of the Requisite Stockholder Majority, with customary exceptions for amendments and waivers that discriminate by share designation or against particular Investors.
Rights to any Investor’s board seats will be transferable only with the consent of the Requisite Stockholder Majority, other than to affiliated funds of such Investor; provided, that such transferee remains an affiliated fund of such transferor following the transfer.
Except with respect to any Initial Public Offering, in which case the managing underwriter or underwriters shall be chosen by the Requisite Stockholder Majority, if a Demand Registration is to be an underwritten offering, the holders of a majority of the Registrable Stock to be included in such Demand Registration will select a managing underwriter or underwriters.
In the event that any action is approved by the Requisite Stockholder Majority, the Company and each Investor agree to take any and all actions as are reasonably necessary to effect any such action.
More Definitions of Requisite Stockholder Majority
Requisite Stockholder Majority means, at the time of approval or consent: (a) the consent of three of the Principal Investors so long as there are four Principal Investors, provided, however, if two of the Principal Investors (the “Approving Principal Investor Parties”) consent to the exercise of any right or the taking of any action but the other two Principal Investors (the “Opposing Principal Investor Parties”) do not consent to the exercise of such right or the taking of such action and (i) a Pre-Existing Marquee Investor is an Approving Principal Investor Party and another Pre-Existing Marquee Investor is an Opposing Principal Investor Party, (ii) a Former LCE Investor is an Approving Principal Investor Party and another Former LCE Investor is an Opposing Principal Investor Party, and (iii) the Spectrum Investors hold Shares representing at least 25% of the Initial Investor Shares held by the Spectrum Investors, then the “Requisite Stockholder Majority” shall mean the consent of the Approving Principal Investor Parties plus the consent of the Spectrum Investors; (b) the consent of two of the Principal Investors, so long as there are two or three Principal Investors; (c) the consent of one Principal Investor, so long as there is only one Principal Investor; or (d) the consent of holders of a majority of the issued and outstanding shares of Class A Common Stock and Class L Common Stock, voting together as a single class, so long as there is no Principal Investor. For the avoidance of doubt, for purposes of determining the Requisite Stockholder Majority, the taking of any action or the exercise of any right (including the granting of any consent or approval) by any Principal Investor or by the Spectrum Investors shall be determined by the holders of a majority of the Shares held by such Principal Investor or the Spectrum Investors (as applicable).
Requisite Stockholder Majority. As set forth elsewhere in this term sheet, prior to an Initial Public Offering so long as the Investors continue to hold at least a majority of the outstanding voting shares of Parent, certain rights may only be exercised and certain actions must be approved by the Requisite Stockholder Majority.
Requisite Stockholder Majority will mean:
Requisite Stockholder Majority means the consent of the Approving Principal Investor Parties plus the consent of the Spectrum Investors,
Requisite Stockholder Majority means: (a) the consent of three of the Principal Investors so long as there are four Principal Investors, provided, however, if two of the Principal Investors (the “Approving Principal Investor Parties”) consent to the exercise of any right or the taking of any action but the other two Principal Investors (the “Opposing Principal Investor Parties”) do not consent to the exercise of such right or the taking of such action and (A) a Pre-Existing Marquee Investor is an Approving Principal Investor Party and another Pre-Existing Marquee Investor is an Opposing Principal Investor Party, (B) a Former LCE Investor is an Approving Principal Investor Party and another Former LCE Investor is an Opposing Principal Investor Party, and (C) the Spectrum Investors hold shares of Stock representing at least 25% of the shares of Stock held by the Spectrum Investors immediately following the Effective Time (as may be adjusted for stock splits, stock dividends, recapitalizations or similar events), then the “Requisite Stockholder Majority” shall mean the consent of the Approving Principal Investor Parties plus the consent of the Spectrum Investors; (b) the consent of two of the Principal Investors, so long as there are two or three Principal Investors; (c) the consent of one Principal Investor, so long as there is only one Principal Investor; or (d) the consent of holders of a majority of the issued and outstanding shares of Class A Common Stock and Class L Common Stock, voting together as a single class, so long as there is no Principal Investor. For the avoidance of doubt, for purposes of determining the Requisite Stockholder Majority, the taking of any action or the exercise of any right (including the granting of any consent or approval) by any Principal Investor or by the Spectrum Investors shall be determined by the holders of a majority of the shares of Stock held by such Principal Investor or the Spectrum Investors (as applicable).
Requisite Stockholder Majority means, at the time of approval or consent: (a) the consent of three of the Principal Investors so long as there are four Principal Investors, provided,
Requisite Stockholder Majority means, at any time, all of the groups listed below (and in each case for each group only so long as that group holds at least the Requisite Threshold):