Examples of Super Majority Approval in a sentence
A quorum for action at an annual or special meeting of Shareholders shall be the holders, present in person or by proxy, of a majority of the Outstanding Shares entitled to vote at the meeting; provided, however, that a quorum for the approval of any proposal that requires a Share Separate Class Approval or a Share Super-Majority Approval shall be the holders of that number of each class and series of Shares required to approve the proposal in question.
If any vote of the entire Board on a matter for which Super-Majority Approval is not required results in a tie vote, at the request of any member of the Board the matter shall be put to a vote of the holders of all outstanding Shares (i.e. excluding Option Shares and Warrant Shares) voting as a single class, and the vote of such holders shall be determinative of the matter in question.
Super-Majority Approval Requirements The Delaware General Corporation Law generally provides that the affirmative vote of the holders of a majority of the outstanding shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless either a corporation’s certificate of incorporation or bylaws require a greater percentage.
To the extent permitted by law, the Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company; provided, however, that, in no event, shall the Executive Committee have the authority to authorize any action which requires Super-Majority Approval under this Agreement.
Except for matters for which Super-Majority Approval is required, actions of the Board shall be taken by a simple majority vote of Directors present and voting at a meeting duly called and at which a quorum is present and voting throughout (or by unanimous written consent of the entire Board).