Required Vote; Voting Rights Sample Clauses

Required Vote; Voting Rights. Except where a greater percentage is expressly required by this Agreement, to be approved, any action by the Board of Managers or the Executive Committee taken at a meeting must be approved by the affirmative vote of Managers with a majority of the votes cast at a meeting at which a quorum exists and, with respect to actions for which this Agreement expressly requires the vote or consent of the Independent Manager, the vote of the Independent Manager. Each Manager present at a meeting and entitled to participate in such meeting shall be entitled to one vote with respect to any action.
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Required Vote; Voting Rights. To be approved, any action requiring or properly submitted for approval by the Members must be approved by a Majority of the Members.
Sample 1
Required Vote; Voting Rights. Each member of the Management Committee shall be entitled to vote with respect to all matters submitted to the Management Committee for approval, except with respect to a determination to grant indemnification pursuant to SECTION 7.14.1. hereof, in which event a Management Committee member seeking indemnification hereunder shall have no vote with respect to indemnification of such member. Except as otherwise expressly provided in this Agreement, any action or approval by the Management Committee must be approved by the Majority Vote of the Management Committee members; PROVIDED, HOWEVER, that any decision to be made or action to be taken by the Company pursuant to Section 4.2(d) of the Services Agreement shall require the approval of a Majority Vote of the members other than those members appointed by W/O. The voting interest of each member or members, collectively, of the Management Committee appointed by any Member shall be equal to the Percentage Interest of such Member. For example, the two members of the Management Committee appointed by W/O collectively shall have a voting interest equal to W/O s Percentage Interest; the two members of the Management Committee appointed by CTWC collectively shall have a voting interest equal to CTWC s Percentage Interest; and the member of the Management Committee appointed by Gabbard shall haxx x xxting interest equal to Gabbard s Percenxxxx Xxterest. If both of the Management Committee members appointed by a Member participate in a vote or action, their voting interests shall be equally divided among them. If only one of such members participates, such member shall be entitled to exercise the entire voting interest on behalf of both such members. Notwithstanding the foregoing, any of the following matters shall require the affirmative Supermajority Vote of the Management Committee members:
Sample 1
Required Vote; Voting Rights. 15 7.2.5. Action by Written Consent............16 7.2.6. Deadlock on a Material Decision; Distribution on Dissolution..........16 7.2.7. Committees...........................18 7.2.8. Services Agreement...................18 7.3. Failure to Buildout System.....................18 7.4. Failure to Acquire Channels....................19 7.5. Restrictions on Sale of LLC and Assets of LLC..19 7.6. Opportunities for Local Telephone Companies to Resell Services................................19 7.7. Officers.......................................20 7.7.1. Chairman of the Management Committee.20 7.7.2. President............................20 7.7.3. Vice Presidents......................21 7.7.4. Secretary............................21 7.7.5. Treasurer............................21 7.7.6.
Sample 1
Required Vote; Voting Rights. All Members shall be entitled to vote with respect to all decisions to be made by Members, and to be, approved, any action requiring or properly submitted for approval by the Members must be approved by the Members holding a majority of the Percentage Interests, except as otherwise provided herein.
Sample 1

Related to Required Vote; Voting Rights

  • Required Vote The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of the Company Common Stock is the only vote required, if any, of the holders of any class or series of capital stock or other Equity Interests of the Company to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

  • Certain Voting Rights So long as any Series K Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least two-thirds of the Series K Preferred Units outstanding at the time (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to the Series K Preferred Units with respect to payment of distributions or rights upon liquidation, dissolution or winding-up or reclassify any Partnership Interests of the Partnership into any such Partnership Interest, or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests, (ii) authorize or create, or increase the authorized or issued amount of any Parity Preferred Units or reclassify any Partnership Interest of the Partnership into any such Partnership Interest or create, authorize or issue any obligations or security convertible into or evidencing the right to purchase any such Partnership Interests but only to the extent such Parity Preferred Units are issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership or (iii) either consolidate, merge into or with, or convey, transfer or lease its assets substantially as an entirety to, any corporation or other entity or amend, alter or repeal the provisions of the Partnership Agreement (including, without limitation, this Article 19), whether by merger, consolidation or otherwise, in each case in a manner that would materially and adversely affect the powers, special rights, preferences, privileges or voting power of the Series K Preferred Units or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in (iii) above, so long as (a) the Partnership is the surviving entity and the Series K Preferred Units remain outstanding with the terms thereof unchanged, or (b) the resulting, surviving or transferee entity (I) is a partnership, limited liability company or other pass-through entity organized under the laws of any state, (II) is not taxable as a corporation for U.S. federal income tax purposes and (III) substitutes the Series K Preferred Units for other interests in such entity having substantially the same terms and rights as the Series K Preferred Units, including with respect to distributions, voting rights and rights upon liquidation, dissolution or winding-up, then the occurrence of any such event shall not be deemed to materially and adversely affect such rights, privileges or voting powers of the holders of the Series K Preferred Units; and provided further, that any increase in the amount of Partnership Interests or the creation or issuance of any other class or series of Partnership Interests represented by Junior Units or Parity Preferred Units are not issued to an affiliate of the Partnership, other than the General Partner to the extent the issuance of such interests was to allow the General Partner to issue corresponding preferred stock to persons who are not affiliates of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

  • No Voting Rights Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.

  • Parent Vote Immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub and the Company a written consent approving the Merger in accordance with the DGCL.

  • Quorum; Voting A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present).

  • Quorum; Required Vote At any meeting of the Members, the holders of a majority of the Voting Shares entitled to vote represented in person or by proxy shall constitute a quorum unless any such action by the Members requires approval by holders of a greater percentage of Voting Shares entitled to vote, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Shares entitled to vote specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum.

  • Capitalization; Voting Rights (a) The authorized capital stock of the Company, as of the date hereof consists of 350,000,000 shares, of which 300,000,000 are shares of Common Stock, par value $0.01 per share, 80,390,663 shares of which are issued and outstanding, and 50,000,000 are shares of preferred stock, par value $0.01 per share of which no shares of preferred stock are issued and outstanding. The authorized, issued and outstanding capital stock of each Subsidiary of the Company is set forth on Schedule 4.3.

  • Proxy Voting The Adviser will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time. Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Fund and in accordance with your proxy voting policy. You agree to provide a copy of your proxy voting policy to the Trust prior to the execution of this Agreement, and any amendments thereto promptly.

  • Allocation of Voting Rights As provided in Section 11.09 of the Series Supplement.

  • Transfer of Voting Rights Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of Stockholder under this Agreement with respect to any of the Shares.

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