Member Approvals. Except where this Agreement requires the consent or approval of all of the Members, the consent or approval of the Members shall occur at such time as Members holding at least a majority of the Units in each class have given their consent or approval. Except where this Agreement requires the consent or approval of all of the Members of a class of Units, the consent or approval of Members holding a class of Units shall occur at such time as Members holding at least a majority of the Units in such class have given their consent or approval
Member Approvals. The following actions will require approval by written consent of all Members in addition to any approval required of the Board of Directors:
Member Approvals. In addition to any requirements imposed by the Act, the Company shall not take any of the following actions without the prior approval or written consent of Members holding at least eighty percent (80%) of the issued and outstanding Units:
Member Approvals. (a) Nationwide and Allied shall each take all actions necessary in accordance with applicable Law and its articles of incorporation and by-laws to convene a meeting of its Members as promptly as practicable to consider and vote upon this Agreement. Nationwide and Allied shall jointly determine a mutually satisfactory means of satisfying the notice, meeting and other Member approval requirements of applicable Law. Subject to their duties under applicable Law, each of the Board of Directors of Nationwide and the Board of Directors of Allied shall recommend that the Members of its respective company vote in favor of this Agreement and each of Nationwide and Allied shall use its best efforts to solicit proxies or ballots, as the case may be, from its Members in favor of this Agreement and shall take all other actions reasonably necessary or advisable to secure the votes of its Members which are required in order to approve this Agreement and effect the Merger. Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Allied may withdraw, modify or change its recommendation that its Members vote in favor of this Agreement to the extent that (A) such Board of Directors determines in good faith that a third party has submitted to Allied an Acquisition Proposal which is a Superior Proposal, or (B) such Board of Directors determines in good faith that the failure to withdraw, modify or change such recommendation is reasonably likely to result in a breach of such Board of Director's fiduciary duties under applicable Law.
Member Approvals. Notwithstanding anything contained in this Agreement to the contrary, without the prior written consent of each Member (in its capacity as a Member), the Board shall not and shall ensure that the Company shall not and shall not permit any of its controlled Affiliates to, directly or indirectly (by amendment, merger, consolidation or otherwise):
Member Approvals. Immediately after the execution of this Agreement, Merger Sub shall obtain the written consent of Purchaser (in its capacity as the sole stockholder of Merger Sub) irrevocably approving the consummation of the transactions contemplated by this Agreement, including the Merger.
Member Approvals. The Merger shall have been duly approved by the requisite vote of the Kidville Members entitled to vote thereon in accordance with the DLLCA (the “Kidville Member Approval”). In addition, this Agreement, including the Kidville Financing, shall have been approved by the requisite majority of Parent’s stockholders entitled to vote thereon, to the extent required. In the event their members and stockholders, respectively, including (in the case of Parent) by class voting, do not approve the Merger and the transactions contemplated herein, Kidville and Parent shall have no Liability to each other.
Member Approvals. Each of the Required XxxxxXxxxxxx.xxx Member Approval and the Required Xxxxxxxxxxxx.xxx Member Approval shall have been obtained.
Member Approvals. 17 ---------------- Section 8.2. Pending Litigation................................... 18 ------------------ Section 8.3. Third Party Consents................................. 18 --------------------
Member Approvals. At or before the Effective Time, the Members of Medtrust holding more than two-thirds of the Membership interests shall have approved the Merger and the terms of this Agreement ("Requisite Member Approval").
