Member Approval Rights Sample Clauses

Member Approval Rights. Except as otherwise expressly set forth in this Agreement or as required by Law, the Members shall have no right to vote on any matter and hereby expressly waive any right to vote that can be waived.
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Member Approval Rights. In addition to any other approval required by the Act or applicable law, the following matters shall require the approval of each Member:
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Member Approval Rights. (a) Except as expressly contemplated by this Agreement or any of the other Transaction Agreements, the Company shall take no action (including any action by the Board or any committee of the Board) after the date hereof with respect to any of the following matters without the prior written consent of HoldCo, for so long as GE’s Percentage Interest is at least 20% (calculated in accordance with Section 4.10(d)):
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Member Approval Rights. Notwithstanding anything in this Agreement to the contrary, without the unanimous approval of all of the Members, the Company shall not:
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Member Approval Rights. Without limiting the generality of the foregoing, the Company shall not (and shall not permit or cause, as applicable, any of its Subsidiaries to), directly or indirectly, without the prior approval of the Members holding an aggregate greater than 66.33% of the outstanding Class A Units, Class B Units and Class C Units voting together as a class (a “Member Super Majority”):
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Member Approval Rights. (a) At any time prior to an Initial Public Offering, the following actions by the Company and, to the extent permitted by Applicable Law, any of its subsidiaries, shall require the prior approval (by vote or written consent) of each of the H&F Investors and the FF&L Investors (each such Member approval right is referred to herein as the “Special Member Right”), respectively:
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Member Approval Rights. Except as otherwise expressly set forth in this Agreement or as required by Applicable Law, the Members shall have no right to vote on any matter and hereby expressly waive any right to vote that can be waived. Notwithstanding the foregoing or any other provision of this Agreement, IHI, JGC, and JBIC, as Members, agree to discuss any Fundamental Issue before such matter is referred to the Board.
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Member Approval Rights. Notwithstanding the foregoing, the Member-Manager shall not take any of the following actions without the prior written approval of each of the other Members, unless such action is specifically authorized by the Business Plan, an Acquisition Budget or an Approved Operating Budget (as such terms are defined in the Management Agreement); provided, however, that no approval shall be required from any Member which is in material breach of this Agreement (including a failure to contribute under Section 3.2):
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Member Approval Rights. Except as otherwise expressly set forth in this Agreement or as required by Law, the Members shall have no right to vote on any matter and hereby expressly waive any right to vote that can be waived. Without limiting the generality of the foregoing, in the event any matters are submitted to a vote of the Members, the Members holding Class B-1 Units shall have the sole right to exercise such vote, and the Members holding Class A Units or Class B-2 Units (in each case, in their capacity as such) shall not have any right to vote in respect of any such matter so submitted and the Membership Interests of such Members holding Class A Units or Class B-2 Units (in each case, in their capacity as such) shall not be taken into account when calculating Membership Interests or Membership Percentages for any matters requiring a vote or approval hereunder.
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Related to Member Approval Rights

  • Member Approval The “vote” or “approval” of the Members shall mean approval by a majority percentage of Membership Interest. Members shall vote or approve by their percentage interest as shown on Exhibit A of this Agreement. No annual or regular meetings of the Members are required. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act.

  • Approval Rights From the date hereof and until the Final Closing Date as described in Section 1(c), the Company shall not take any of the following actions without the prior written consent of the Purchaser, in its sole discretion:

  • Shareholder Approvals The Shareholder Approvals shall have been obtained.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • HSR Approval The applicable waiting period under the HSR Act shall have expired or been terminated.

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

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