Consent Defined Clause Samples
Consent Defined. Wherever Consent is required in this Agreement, Consent shall be defined as follows:
(a) HBI shall obtain a majority vote, approving the proposed action, of each of two classes of Beneficiaries, namely, current directors and officers of HBI (Class 1) and past directors and officers of HBI (Class 2).
(b) The following Beneficiaries shall be excluded from such classes and shall not be entitled to vote under this Article:
(i) Heirs and personal representatives of deceased officers and directors;
(ii) Mentally incompetent Beneficiaries;
(iii) Beneficiaries who cannot be located through the notice procedures described in Section 8.7 and after additional reasonable efforts;
(iv) Beneficiaries who do not respond to a notice requesting Consent by the time designated in the notice; and
(v) If payment of a claim is involved, a Beneficiary on whose behalf the claim would be paid.
(c) Class 2 shall not be entitled to vote on any Consent issues until it contains at least 5 members, after the exclusions in (b) above
Consent Defined. The term “Consent” as used herein with respect to any Plan Action means (i) any and all listings, registrations or qualifications in respect thereof upon any securities exchange or under any federal, state or local law, rule or regulation, (ii) any and all written agreements and representations by the grantee with respect to the disposition of shares, or with respect to any other matter, which the Administrator shall deem necessary or desirable to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made and (iii) any and all consents, clearances and approvals in respect of a Plan Action by any governmental or other regulatory bodies.