Supermajority Decision definition

Supermajority Decision means any matter or decision that is not a Unanimous Decision and is not ministerial.
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Supermajority Decision means a decision made by the Board that requires the approval by a vote of at 100% of the voting Board members and a decision made by the Shareholders that requires the approval by a vote of 100% of the voting Shareholders.
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Supermajority Decision means (i) all of those actions of the Company identified in the definition of Major Decisions except for those identified in clauses (a), (c), (m), (p) , (q) and (w) of said definition; (ii) the incurrence of any indebtedness other than in the ordinary course of business as well as all of those actions identified in clauses (c) and (m) of the definition of Major Decisions, other than the financing and collateralization of the contribution of assets contributed to the Company on the date hereof as well as any Outstanding Interests contributed to the Company, provided that, with respect to the decision to incur debt other than in the ordinary course of business or to finance or collateralize assets initially or subsequently contributed to, or acquired by, the Company, such decisions shall be Supermajority Decisions from and after the first date that NorthStar (x) does not have any Unreturned Capital Contributions and (y) has received an Internal Rate of Return of twelve percent (12%) per annum on all of its Capital Contributions; (iii) all actions identified in clause (p) of the definition of Major Decisions at a time when the name of the Company includes the name "Xxx Xxxxxxxx" or any derivation thereof; (iv) those actions identified in Section 3.3 (except, with respect to subsection (i) thereof, in the case of a Transfer which occurs as a result of the exercise of lender's remedies in connection with a Loan properly entered into by the Company); (v) any of the actions identified in clause (a) of the definition of Major Decisions, except if (I) such Additional Capital Contribution, investment or loan in the reasonable opinion of the Class B Managers, is necessary for the Company to continue operating in compliance with all of its contractual and other legal obligations or (II) is being made in connection with an acquisition of an Outstanding Interest or other investment previously approved by a Supermajority Decision of the Board of Managers; (vi) any action by the Company in connection with clause (w) of the definition of Major Decisions which would (a) cause the Company to be required to file periodic reports under the Securities Act, (b) result in adverse tax consequences to Xxxxxxxx or the Company or (c) diminish the Chief Executive's powers with respect to the operations of the Company, or (vii) any other action expressly identified herein as requiring the Supermajority Decision of the Board of Managers. The taking of any action identified in clauses (...
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Examples of Supermajority Decision in a sentence

  • A Supermajority Decision shall require the affirmative vote of majority plus one of the members of the Board of Directors.

  • With respect to the remaining one-third equity interest in Royalton, LLC held by Apollon, LLC, the Board of Mangers hereby consents, as a Supermajority Decision, to the acquisition thereof by the Company at a price not to exceed the price paid to Affiliates of Xxxxxxxx and Pilevsky on the date hereof for their respective one-third interests in Royalton, LLC (held through 44th Hotel Associates II).

  • Additionally, the Board of Managers, by Supermajority Decision, may amend or modify this Agreement (and MHG and NorthStar may execute documentation to effectuate such amendment) without the consent of or notice to Pilevsky, provided, that such modification does not (a) decrease Pilevsky's Distribution percentages pursuant to Section 7.1(c)(ii)(A), 7.1(c)(iii)(A), 7.1(d)(ii)(A), 7.1(d)(iii)9A), 7.1(e)(ii)(A) or 7.1(e)(iii)(A) or (b) diminish Pilevsky's rights under Section 11.7.

  • Any amendment to this Agreement shall be adopted and be effective as an amendment hereto if it is approved as a Supermajority Decision of the Board of Managers.

  • Members may make Additional Capital Contributions to the Company pro rata or otherwise, if approved as a Supermajority Decision by the Board of Managers.

  • The following actions shall require a Supermajority Decision by the Board (i) initiation of litigation in the name of the Agency, (ii) issuance of bonds or other form of indebtedness obligating the Agency for an amount in excess of $100,000, (iii) adoption or amendment of the Agency’s Bylaws, (iv) amendments to the Agency’s boundary (v) admit any new Party to the Agency (vi) terminate any Party.

  • The financial statements of the Company shall be audited each year by either Xxxxxx Xxxxxxxx LLP, Xxxxx Xxxxxx & Co. LLP or any other independent certified "big six" public accounting firm, as selected by the Board of Managers as a Supermajority Decision, with such audit to be accompanied by a report of such accountant containing its opinion.

  • From time to time, the Board of Managers, as a Supermajority Decision, will select one or more law firms and, subject to Section 8.3, accounting firms, to render services on behalf of the Company, and no Member will be entitled to reimbursement from the Company for separate representation.

  • These Bylaws may be restated, amended, supplemented or repealed only by Supermajority Decision of the Board of Managers.

  • The Operator may not charge a fee for management of the Operations, unless the Board approves the fee by a Supermajority Decision.


More Definitions of Supermajority Decision

Supermajority Decision means any decision by the Board of Directors that to (i) initiate litigation in the name of the Agency, (ii) issue bonds or other form of indebtedness obligating the Agency for an amount in excess of $100,000, (iii) adopt or amend the Agency’s Bylaws, (iv) change any Participation Percentage and/or amendments to the Agency’s service area (v) admit any new Member to the Agency (vi) terminate any Member (vii) changing the Parties' respective Dedicated Capacity shares. A Supermajority Decision shall requires the affirmative vote of majority plus one of the members of the Board of Directors.
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Supermajority Decision means any decision by the Board of Directors to:
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Supermajority Decision means any authorization, direction, approval, determination, waiver, amendment or consent with respect to any of the following sections of the Common Agreement:
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Supermajority Decision has the meaning set forth in Section 3.2(b).
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Related to Supermajority Decision

  • 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.

  • 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 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).

  • 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).

  • Major Decision means:

  • Supermajority Revolving Lenders means Lenders having (a) 80% or more of the Revolving Loan Commitments of all Lenders, or (b) if the Revolving Loan Commitments have been terminated, 80% or more of the aggregate outstanding amount of the Revolving Loan (with the Swing Line Loan being attributed to the Lender making such Loan) and Letter of Credit Obligations.

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

  • Super Majority Lenders means at any time a Lender or group of Lenders whose Commitments aggregate more than 80% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 80% of the Total Commitments immediately prior to that reduction).

  • key decision * means an executive decision which is likely to:

  • Unanimous Consent means the consent of Lenders (other than Delinquent Lenders) holding 100% of the Commitments (other than Commitments held by a Delinquent Lender).

  • Majority Term Lenders at any time, (a) if only one Term Lender holds the Term Loan, such Term Lender; and (b) if more than one Term Lender holds the Term Loan, at least two Term Lenders who hold more than 50% of the principal sum of all Term Loans outstanding; provided that the portion of the Term Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Term Lenders; provided further that a Lender and its Affiliates shall be deemed one Lender.

  • Majority Revolving Lenders at any time, (a) if only one Revolving Lender holds the Total Revolving Commitments at such time, such Revolving Lender, both before and after the termination of such Revolving Commitment; and (b) if more than one Revolving Lender holds the Total Revolving Commitment, at least two Revolving Lenders who hold more than 50% of the Total Revolving Commitments (including, without duplication, the L/C Commitments) or, at any time after the termination of the Revolving Commitments when such Revolving Commitments were held by more than one Revolving Lender, at least two Revolving Lenders who hold more than 50% of the Total Revolving Extensions of Credit then outstanding (including, without duplication, any L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time)); provided that the Revolving Commitments of, and the portion of the Revolving Loans and participations in L/C Exposure and Swingline Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Revolving Lenders; provided further that a Lender and its Affiliates shall be deemed one Lender.

  • Super-Majority Banks means, at any time, Banks holding Loans representing at least 66-2/3% of the aggregate principal amount of the Loans outstanding, or if no Loans are outstanding, Banks having Commitments representing at least 66-2/3% of the Total Commitment.

  • 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);

  • 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.

  • 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.

  • 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:

  • Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 662/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 662/3% of the Total Commitments immediately prior to the reduction).

  • Majority Banks means at any time Banks holding more than 50% of the Commitments, or if the Commitments have been terminated, Banks holding more than 50% of the then aggregate unpaid principal amount of the Advances.

  • Majority Facility Lenders with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans or the Total Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility, prior to any termination of the Revolving Commitments, the holders of more than 50% of the Total Revolving Commitments).

  • Proposed decision means the presiding officer’s recommended findings of fact, conclusions of law, decision, and order in a contested case in which the administrator did not preside.

  • 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.

  • Majority Revolving Credit Lenders means Lenders having more than 50% of the sum of all Revolving Credit Loans outstanding, LC Exposure and unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the aggregate outstanding amount of all Revolving Credit Loans and LC Exposure, held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Majority Revolving Credit Lenders.

  • Requisite Term Loan Lenders shall in no event mean less than two Term Loan Lenders.

  • Required Lenders means, at any time, Lenders having Revolving Exposures, Term Loans and unused Commitments representing more than 50% of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at such time.

  • Majority Revolving Credit Facility Lenders the Majority Facility Lenders in respect of the Revolving Credit Facility.