Super Majority Decision definition

Super Majority Decision has the meaning set forth in Section 8.08.
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Super Majority Decision means the following actions:
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Examples of Super Majority Decision in a sentence

  • Marathon and the Company shall not amend, modify or supplement the Loan Agreement without prior approval of the Board of Managers in accordance with the Super Majority Decision voting procedures contained in Section 8.07(b) of the MAP LLC Agreement.

  • The Company shall not reduce the Commitment (as defined in the Loan Agreement) or waive any rights under the Loan Agreement without prior approval of the Board of Managers in accordance with the Super Majority Decision voting procedures contained in Section 8.07(b) of the MAP LLC Agreement.

  • The Board shall use commercially reasonable efforts to consummate a Liquidity Event as soon as practicable following the delivery of a Liquidity Event Notice (provided that the Board shall first use good faith efforts to effect a Qualified IPO prior to effecting any other Liquidity Event unless such Liquidity Event is approved by the Board as a Super Majority Decision pursuant to Section 7.11(c)).

  • At all meetings of the Board of Managers, the quorum required for the transaction of any business that does not constitute a Super Majority Decision shall be the presence, either in person or by proxy, of a majority of all the Representatives (or Alternate Representatives) on the Board of Managers.

  • If such allocations would fail to produce such final Capital Account balances, the Company by a Super Majority Decision of the Board of Managers may require Profit, Loss, special allocations or items thereof to be allocated among the Members so as, in the determination of the Super Majority Decision of the Board of Managers, to achieve such result to the extent possible.

  • The Company and its subsidiaries shall not enter into any operating lease (as determined in accordance with GAAP) if the purpose or intent of entering into such operating lease is to circumvent the Super Majority Decision and Member ratification requirements for Capital Expenditures set forth in Section 8.09(i), or the Super Majority Decision requirement for incurrence of Indebtedness set forth in Section 8.08(g).

  • Each Member's allocable share of the taxable income or loss of the Company, depreciation, depletion, amortization and gain or loss with respect to any contributed property, or with respect to Company property that is revalued pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f), shall be determined in the manner (and as to revaluations, in the same manner as) provided in Section 704(c) of the Code pursuant to the permissible method determined by a Super Majority Decision of the Board of Managers.

  • Mr. Harris was promoted to Executive Vice President and President, Kellogg Latin America in 1997.

  • In particular each Participating Group has the unfettered right to cause its Management Committee Members to vote for or against a Super Majority Decision in its sole discretion.

  • Except as otherwise expressly provided in this Agreement, the Company shall make such tax elections as determined by a Super Majority Decision of the Board of Managers.

Related to Super Majority Decision

  • Super Majority Vote means, the affirmative vote of the holders of Outstanding Interests of all Series representing at least two thirds of the total votes that may be cast by all such Outstanding Interests, voting together as a single class.

  • Super Majority has the meaning set forth in paragraph 5(b) of Annex I.

  • Super Majority Lenders means a Lender or Lenders whose Revolving Facility Commitments aggregate more than eighty five per cent. (85%) of the Total Facility Commitments (or, if the Total Facility Commitments have been reduced to zero, aggregated more than eighty five per cent. (85%) of the Total Facility Commitments immediately prior to that reduction).

  • Required Majority means a required majority, as defined in Section 57(o) of the Act.8

  • vote of a majority of the outstanding voting securities" shall mean the vote of the lesser of (a) 67 per centum or more of the shares of the Fund present or represented by proxy at the meeting if the holders of more than 50 per centum of the outstanding shares of the Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the Fund.

  • Major Decision means:

  • Requisite Majority means, as at any particular time, Passenger Operators whose Vehicle departures from the Station, expressed as a percentage of Total Departures, as at the relevant date, together are at least equal to the percentage specified in paragraph 4 of Annex 8 (or such other percentage as the ORR may specify by notice to the Station Facility Owner and to each Passenger Operator as the new percentage which is to apply for these purposes following the entry into, variation, amendment or termination of an access contract permitting a passenger service operator to use the Station, a Change in Control of any Passenger Operator or any event which results in a material change to the proportion of the Total Departures made by trains operated by or on behalf of any Passenger Operator);

  • Investor Majority means [the holders of at least [ ] per cent of Series A Shares from time to time] [Note: amend as appropriate];

  • Unit Majority means (i) during the Subordination Period, at least a majority of the Outstanding Common Units (excluding Common Units owned by the General Partner and its Affiliates), voting as a class, and at least a majority of the Outstanding Subordinated Units, voting as a class, and (ii) after the end of the Subordination Period, at least a majority of the Outstanding Common Units.

  • 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.

  • 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.

  • Note Majority means a majority by principal amount of the Noteholders.

  • special majority means the majority of votes described in §11.2 which is required to pass a special resolution. Act and Interpretation Act Definitions Applicable

  • Age of majority means the age when the procedural safeguards and other rights afforded to the parent or parents of a student with a disability transfer to the student. In Virginia, the age of majority is 18.

  • absolute majority , of the Committee, means a majority of the committee members currently holding office and entitled to vote at the time (as distinct from a majority of committee members present at a committee meeting);

  • Simple Majority means a decision made by the Management Committee by more than 50 percent of the votes represented and entitled to be cast at a meeting thereof.

  • Majority Investors means, as of any date, the holders of a majority of the Investor Shares outstanding on such date.

  • Majority in Interest of Noteholders means, as of a particular date of determination and subject to Section 2.16 of the Indenture, the holders of at least a majority in aggregate unpaid principal amount of all Equipment Notes outstanding as of such date (excluding any Equipment Notes held by the Company or any Affiliate thereof, it being understood that a Pass Through Trustee shall be considered an Affiliate of the Company as long as more than 50% in the aggregate face amount of Pass Through Certificates issued by the corresponding Pass Through Trust are held by the Company or an Affiliate of the Company or a Pass Through Trustee is otherwise under the control of the Company or such Affiliate of the Company (unless all Equipment Notes then outstanding are held by the Company or any Affiliate thereof, including the Pass Through Trustees which are considered Affiliates of the Company pursuant hereto)); provided that for the purposes of directing any action or casting any vote or giving any consent, waiver or instruction hereunder, any Noteholder of an Equipment Note or Equipment Notes may allocate, in such Noteholder’s sole discretion, any fractional portion of the principal amount of such Equipment Note or Equipment Notes in favor of or in opposition to any such action, vote, consent, waiver or instruction.

  • Majority in Interest of the Members means Members whose Percentage Interests aggregate to greater than fifty percent of the Percentage Interests of all Members.

  • Majority Noteholders means the Holders of a majority by principal amount of the most senior then outstanding class of Notes.

  • Major Decisions shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement; provided that at any time that Note A-1 is not included in the Lead Securitization, “Major Decision” shall mean:

  • Supermajority With respect to any Class of Notes, the Holders of at least 66-2/3% of the Aggregate Outstanding Amount of the Notes of such Class.

  • Majority in Interest of the Partners means Partners holding in the aggregate Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage Interests of all Partners entitled to Consent to or withhold Consent from a proposed action.

  • Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.

  • Majority in Interest of Note Holders means as of a particular date of determination, the holders of a majority in aggregate unpaid Original Amount of all Equipment Notes outstanding as of such date (excluding any Equipment Notes held by Owner or any of its Affiliates (unless all Equipment Notes then outstanding shall be held by Owner or any Affiliate of Owner); provided that for the purposes of directing any action or casting any vote or giving any consent, waiver or instruction hereunder, any Note Holder of an Equipment Note or Equipment Notes may allocate, in such Note Holder’s sole discretion, any fractional portion of the principal amount of such Equipment Note or Equipment Notes in favor of or in opposition to any such action, vote, consent, waiver or instruction.

  • Majority Trustee Vote means the vote of a majority of the Trustees;