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 eight (8) 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.

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.

Examples of Supermajority Board Vote in a sentence

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.
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 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.
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.
Unless and until removed or changed by Supermajority Board Vote, the independent public accountants for the TAM Group shall be PricewaterhouseCoopers LLP (the “Accountants”).
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.
The Company is hereby authorized to negotiate agreements for the issuance of awards pursuant to the Incentive Plan, which shall include such terms, conditions, rights and obligations as may be determined by the Board, in its sole discretion, and shall be approved by the Board by Supermajority Board Vote, consistent with the terms herein.
Unless approved by a Supermajority Board Vote, the Company shall not make any Distribution.

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 Ghel▇▇ ▇▇▇reholder 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)).

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

Supermajority Board Vote means the affirmative vote of at least 75% of the total number of directors of the Board.