Supermajority Board Vote definition

Supermajority Board Vote means the affirmative vote of at least seventy-seven percent (77%) of the votes of all Directors then entitled to vote on the matter under consideration and who have not recused themselves, whether or not present at the applicable meeting of the Board; provided that if such affirmative vote threshold results in the necessity of the affirmative vote of all such Directors with respect to such matter, an affirmative vote of all but one of such Directors shall be required instead with respect to such matter.
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Supermajority Board Vote means (i) the affirmative vote of at least ten (10) directors; provided, that if the size of the board of directors has been expanded in accordance with Section 3.3 of the Shareholders Agreement, the number of directors whose affirmative votes are required for a Supermajority Board Vote shall be increased by the number of director seats by which the size of the board of directors has been so expanded; provided, further, that if a number of directors abstain (in such directors’ sole discretion) or are absent from any applicable vote at a meeting at which a quorum is present such that the number of remaining directors is less than the number of directors whose affirmative votes are then required for Supermajority Board Vote, then such absent and/or abstaining directors shall be excluded from such applicable vote and a Supermajority Board Vote shall mean the unanimous vote of such non-excluded directors, in each case (and notwithstanding the final sentence of Section 3.11) so long as such applicable vote does not relate to any matter, purpose or business that was not specified in the Secretary’s notice of the applicable meeting of the board of directors (or an agenda delivered together with such notice) delivered pursuant to Section 3.11, or (ii) any action taken by all members of the board of directors pursuant to Section 3.16.
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Supermajority Board Vote means the affirmative vote of at least 66 2/3% of the members of the Board of Directors present at a meeting at which a quorum is present, which vote shall include the affirmative vote of at least four Institutional Directors, if there are five Institutional Directors present at the meeting at which such vote occurs or three Institutional Directors if there are four or three Institutional Directors present at the meeting at which such vote occurs.
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Examples of Supermajority Board Vote in a sentence

  • The Board by Supermajority Board Vote is hereby authorized, subject to Section 15.9, to amend this Agreement to reflect such issuance and to fix the relative privileges, preference, duties, liabilities, obligations and rights of any such New Interests, including the number of such New Interests to be issued, the preference (with respect to Distributions, in liquidation or otherwise) over any other Units and any contributions required in connection therewith.

  • With respect to any matter, action or transaction before the Board, other than a matter, action, or transaction subject to Supermajority Board Vote as set forth herein, the act of a number of Directors representing the majority of the votes of the Directors shall be the act of the Board.

  • The Board may, by Supermajority Board Vote, designate from among the Directors and Alternate Directors one or more committees, each of which shall be comprised of one or more Directors and Alternate Directors.

  • Any future Capital Contributions made by any Member may only be made with the consent of the Board by Supermajority Board Vote and in accordance with the terms of this Agreement.

  • The compensation, if any, of officers and agents shall be fixed from time to time by the board of directors, by a Majority Vote (except to the extent a Supermajority Board Vote is required pursuant to Section 3.12(H)(i)), or by the Compensation Committee (except to the extent a Supermajority Board Vote is required pursuant to Section 3.12(H)(i) and, with respect to the compensation of the Chief Executive Officer, such other approvals are required pursuant to applicable stock exchange requirements).

  • Unless and until removed or changed by Supermajority Board Vote, the independent public accountants for the TAM Group shall be PricewaterhouseCoopers LLP (the “Accountants”).

  • Each committee, to the extent expressly provided in the resolution establishing such committee, shall have and may exercise all of the authority of the board of directors in the management of the business and property of the Company, except to the extent expressly restricted by law, the Charter, or these Bylaws (including any provisions under Section 3.12 requiring matters to be brought before the board of directors, or requiring a Supermajority Board Vote or a Majority Vote).

  • Upon the expiration of such three (3)-year period, the Board shall determine, by Supermajority Board Vote, what level of discretion the CEO shall have with respect to variances from the Annual Budget.

  • Unless approved by the Board of Directors by a Supermajority Board Vote, neither the Company nor any of its Subsidiaries will engage in any transaction with any Affiliate except for transactions contemplated by the Related Agreements and except for transactions by the Company with any Subsidiary or by any Subsidiary with any other Subsidiary.

  • With respect to Members which appoint an Industry Advisory Board Member pursuant to the immediately preceding clause (i), if such Member no longer has the right to nominate at least one (1) Director hereunder, unless the Board determines otherwise by Supermajority Board Vote, such Member shall no longer have the right to nominate an Industry Advisory Board Member and the Industry Advisory Board Member nominated by such Member shall automatically and immediately be removed from the Industry Advisory Board.


More Definitions of Supermajority Board Vote

Supermajority Board Vote means a vote of directors of the Company representing at least two-thirds of the total number of members of the Board of Directors of the Company, including at least one of the directors designated by the Ghelxx Xxxreholder Representative; provided, however, that for purposes of this definition, if one or more vacancies is created on the Board of Directors of the Company by reason of the death, resignation or removal of any director, the total number of members of the Board of Directors shall be deemed to include the number of vacancies so created (until such time as such vacancies are filled in the manner provided in Section 1.1(c)).
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Supermajority Board Vote means a vote of directors of the Company representing at least two-thirds of the total number of members of the Board of Directors of the Company; provided, however, that for purposes of this definition, if one or more vacancies is created on the Board of Directors of the Company by reason of the death, resignation or removal of any director, the total number of members of the Board of
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Related to Supermajority Board Vote

  • 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.

  • Supermajority means, 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 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.

  • Majority Shareholder Vote means a vote of “a majority of the outstanding voting securities” (as such term is defined in the 0000 Xxx) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.

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

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

  • 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.

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

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

  • Parent Board Recommendation has the meaning set forth in Section 5.12(a).

  • 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;

  • Supermajority Banks means Banks having more than 75% of the sum of the Aggregate Commitments or, after the Revolving Credit Termination Date, more than 75% of the aggregate Revolving Loans outstanding (including funded participating interests in Swingline Loans).

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

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

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

  • 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);

  • Independent Board Committee means the independent board committee of the Company

  • Supermajority Lenders means, at any time, Lenders having or holding more than 66 2/3% of the aggregate Revolving Loan Exposure of all Lenders; provided, that (i) the Revolving Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the Supermajority Lenders, and (ii) at any time there are two or more Lenders (who are not Affiliates of one another), “Supermajority Lenders” must include at least two Lenders (who are not Affiliates of one another or Defaulting Lenders).

  • 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.

  • Parent Board means the board of directors of Parent.

  • Special Committee means a committee of the Board of Managers of the Company comprised of two individuals, each of whom qualifies as an Independent Manager.

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

  • special majority means the majority of votes described in §11.2 which is required to pass a special resolution.

  • Requisite Stockholder Approval has the meaning set forth in Section 3.2.

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

  • Member board means a state agency in a member state that acts in the sovereign interests of the state by protecting the public through licensure, regulation, and education of physicians as directed by the state government.