Examples of TOC Approval in a sentence
Following both a Sponsor Exit Sell-Down and receipt of TOC Approval, any action by the stockholders must be taken at an annual or special meeting of stockholders and may not be taken by written consent.
Subject to Section 8 of this Article II, special meetings of the Board of Directors shall be held whenever called by the Chairman, by the Chief Executive Officer, by the Board of Directors, by, prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval, any Principal Investor, by, prior to a Televisa Eighty Percent Sell-Down, Televisa, or by the Secretary of the Corporation at the direction of one or more of the foregoing.
Following both a Sponsor Exit Sell-Down and receipt of TOC Approval, all stockholder actions shall be taken at a meeting called for such purpose, and not by a written consent of stockholders.
Except as otherwise provided by Law or the Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, which majority shall include, prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval, the Majority PITV Investors entitled to vote at the meeting, present in person or by proxy.
Each of the foregoing provisions of this Section 2 shall expire on the earlier of (a) a Change of Control (other than a Change of Control involving any Purchaser of Control, as provided in Section 3.8 below), and (b) both a Sponsor Exit Sell-Down and receipt of TOC Approval.
Except with respect to a vacancy resulting from a reduction in the number of Sponsor Sell-Down Class S Directors following both a Sponsor Exit Sell-Down and receipt of TOC Approval, any vacancy in the office of a Sponsor Sell-Down Class S Director (whether due to resignation, removal or otherwise) shall be filled solely by the holders of the Class S-1 Common Stock, voting as a separate class.
Following both a Sponsor Exit Sell-Down and receipt of TOC Approval, the individual serving as the Chief Executive Officer of the Corporation shall be a Director (the “ Post-Sponsor Exit CEO Director”).
Following both a Sponsor Exit Sell-Down and receipt of TOC Approval, but until a Televisa Sell-Down, each of the Post-Sponsor Exit Independent Directors shall be recommended for nomination by a majority vote of the Nominating Committee and nominated by the unanimous vote of all the members of the Board.
Following both a Sponsor Exit Sell-Down and receipt of TOC Approval, each of the Post-Sponsor Exit Independent Directors shall be recommended for nomination by a majority vote of the Nominating Committee (one member of whom shall be appointed by the directors elected by the holders of the Class T-1 Common Stock) and nominated by the unanimous vote of all the members of the Board.
Each Principal Investor prior to both a Sponsor Exit Sell-Down and receipt of TOC Approval, Televisa prior to a Televisa Eighty Percent Sell-Down, the Chairman of any committee of the Board of Directors and the Secretary of the Corporation at the direction of one of the foregoing shall have the right to call a special meeting of such committee of the Board of Directors.