Qualified Majority Sample Clauses

A Qualified Majority clause defines the specific proportion of votes or approvals required from a group, typically higher than a simple majority, to make certain significant decisions. For example, in a corporate context, this might mean that at least two-thirds of shareholders must agree to approve major actions like mergers or amendments to governing documents. The core function of this clause is to ensure that critical decisions reflect a broader consensus, thereby protecting minority interests and preventing major changes from being made by a slim majority.
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Qualified Majority. In order to make the following decisions, shareholders owning at least three quarters (3/4) of the capital stock of the Corporation must be present or represented at the Shareholders’ Meeting and shareholders owning at least three quarters (3/4) of the shares of the Corporation must vote in favor: (a) Approve any modifications to this Charter and By-laws (except changes to Articles 5 and 6, in the case of increases or decreases of capital approved in accordance with Article 16(I)(b)), it being understood that, in accordance with Article 35, the validity of such modifications shall be subject to the approval of the Ministry of Energy and Petroleum and, in case of amendments to this Article 16, of the National Assembly; (b) Approve any proposal for the increase or decrease in the capital stock of the Corporation that alters the percentage participation of the current shareholders in the capital stock of the Corporation or whose purpose is inconsistent with the Business Plan incorporated as Annex I to the Conversion Contract; (c) Approve any liquidation or anticipated dissolution of the Corporation; (d) Decide regarding the merger, consolidation, or combination of businesses with other companies or the breaking up of the Corporation; (e) Decide regarding the disposition of all or a substantial part of the assets of the Corporation, by sale, grant, lease, exchange, transfer or any other manner, except for the disposition of assets in the ordinary course of business or assets that are no longer useful to the Corporation in accordance with the Business Plan, all in accordance with the legal provisions regarding reversion; (f) Decide the terms and conditions of any financing agreement for an amount greater than ten million United States of America dollars (US$ 10,000,000) (or any group of lesser financing agreements which, together, exceed such amount), or its equivalent in other currency, as well as any modification of such contract; (g) Approve or modify the general balance sheet and profit and loss statement, duly audited, pursuant to the information provided by the Statutory Auditor, it being understood that no shareholder shall withhold its approval unless it demonstrates the existence of errors in such financial statements; (h) Approve the creation and financing of any reserve fund that is not the legal reserve fund referred to in Article 30 of this Charter and By-laws or others that may be provided for under the applicable laws; (i) Order the distribution ...
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Qualified Majority. The vote of 2/3 of the Steering Committee, or in the case of a Committee or Submission Group, the vote of 2/3 of all of the Members of the Committee or Submission Group.
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Qualified Majority. The Council of Ministers meets in different con- figurations and under the Constitutional Treaty, only the General Affairs Council and the Foreign Affairs Council – both typically consisting of the ministers for foreign affairs of the member states – are given permanent status. The European Council sub- sequently draws up a list of the other Council configurations. For example, the Ecofin Council, consisting of the economic and finance ministers of the member states, is expected to be continued. A group presidency model will be established under which three member states will share the presidency for a term of 18 months. Each of the member states will chair the various Council configurations for alternating six-month periods. The system is thus similar to the current system. The Foreign Affairs Council will, however, be chaired by the Union Minister for Foreign Affairs. He or she will be responsible for the Union’s common foreign and security policy and otherwise for ensuring the consistency of the EU's external relations. The European Commission’s main tasks are to take initiatives with a view to pro- moting the general interests of the EU. In principle, legislative acts may be adopted only on the basis of a Commission proposal. In addition to its right of initiative, the Commission also exercises coordinating, executive and management functions. Up until 2014, the Commission will consist of one commissioner from each member state. After 2014, the number of commissioners will be reduced to two-thirds of the num- ber of member states, unless the European Council decides to alter the number. The commissioners will alternate on the basis of a system of equal rotation between the member states. The European Court of Justice ensures that in the interpretation and application of the Constitutional Treaty, the law is observed. The Court of Justice consists of one judge from each member state.
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Qualified Majority. Having examined the recommendations of the Strategic Committee, and after having deliberation, the Board of Directors has taken note of (i) the terms of the proposed Business Combination (ii) the draft combination agreement to be entered into between 2MX Organic and InVivo Group and detailing the terms and conditions of the Business Combination (the "Business Combination Agreement")
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Related to Qualified Majority

  • Control by Majority Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

  • Disinterested Directors AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board;(b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.

  • Majority Control Except as expressly provided herein, any action that may be taken by the Certificateholders under this Trust Agreement may be taken by the Holders of Certificates evidencing not less than a majority Percentage Interest of the Certificates. Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Trust Agreement shall be effective if signed by Holders of Certificates evidencing not less than a majority Percentage Interest of the Certificates at the time of the delivery of such notice.

  • Acts of Certificateholders; Majority Control (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Owner Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Article VI) conclusive in favor of the Owner Trustee and the Issuer, if made in the manner provided in this Section. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Owner Trustee deems sufficient. (c) The ownership of Certificates shall be proved by the Certificate Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by any Certificateholder shall bind the Holder of every Certificate issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Owner Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Certificate. (e) Except as otherwise provided herein, to the extent that there is more than one Certificateholder, any action which may be taken or consent or instructions which may be given by the Certificateholder under this Agreement may be taken by the Majority Certificateholders at the time of such action.

  • Disinterested Trustees AVIF agrees that its Board shall at all times consist of trustees a majority of whom (the “Disinterested Trustees”) are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board; (b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies or (c) for such longer period as the SEC may prescribe by order upon application.