Required Votes Clause Samples
The "Required Votes" clause defines the minimum number or percentage of votes needed for a decision or action to be approved within a group, such as a board of directors or shareholders. This clause typically specifies whether a simple majority, supermajority, or unanimous consent is necessary for different types of resolutions, and may outline how votes are counted or who is eligible to vote. Its core practical function is to ensure that significant decisions reflect an appropriate level of consensus, thereby preventing unilateral actions and promoting fair governance.
Required Votes. (a) All actions of the Board of Directors of the Company -------------- shall require the vote of at least a majority of the entire Board of Directors, unless otherwise required by Law, the Restated Certificate, the Restated By-Laws or this Agreement.
(b) None of the following transactions or actions shall be entered into or taken by the Company, unless voted for or consented to by the vote of at least two-thirds (2/3) of the members of the Board of Directors of the Corporation (counting the Directors designated pursuant to Section 3.1(e)(ii) as one Director for such purposes); provided, however, that actions contemplated by -------- ------- Section 3.6(b)(xii) shall in lieu of the foregoing require the affirmative vote or consent of two-thirds (2/3) of the Board of Directors (excluding Messrs. Vento and ▇▇▇▇▇▇▇▇ and the Directors designated pursuant to Section 3.1(e)(ii)) as well as the affirmative vote or consent of the directors designated pursuant to Section 3.1(d).
(i) The sale, transfer, assignment or other disposition of any material portion of the assets of the Company or any of its Subsidiaries other than in the ordinary course of business;
(ii) The merger, combination or consolidation of the Company or any of its Subsidiaries with or into any other entity, regardless of whether the Company or any such Subsidiary is the surviving entity in any such merger, combination or consolidation, the acquisition of any businesses by the Corporation, the formation of any partnership or joint venture involving the Company, or the liquidation, dissolution or winding up of the Company or any of its Subsidiary;
(iii) Any offering or issuance of additional shares of Preferred Stock, Voting Preference Stock or Common Stock of, or any other securities or ownership interests in, the Company or any of its Subsidiaries, including, without limitation, warrants, options or other rights convertible or exchangeable into Preferred Stock, Voting Preference Stock or Common Stock of, or other securities or ownership interests in, the Company or any of its Subsidiaries except as contemplated by the Securities Purchase Agreement or the declaration of any dividends thereon.
(iv) The repurchase by the Company of any Company Stock (other than shares of Class A Voting Common Stock or Series E Preferred Stock purchased from former employees of the Company);
(v) The authorization or adoption of any amendment to the Certificate, By- laws or any constituent document of the Company or an...
Required Votes. All actions of the Board of Directors of the Company shall require the vote of at least a majority of the entire Board of Directors, unless otherwise required by Law, the Restated Certificate, the Restated By-Laws or this Agreement.
Required Votes. 3.5 Transactions between the Company and the Stockholders or their Affiliates.........................................................
Required Votes. The affirmative vote of stockholders entitled to cast at least 80% of the votes entitled to be cast on the matter, each voting as a separate class, shall be necessary to effect:
(i) Any amendment to the Charter to make the Common Stock a “redeemable security” or to convert the Corporation, whether by merger or otherwise, from a “closed-end company” to an “open-end company” (as such terms are defined in the 1940 Act);
(ii) The liquidation or dissolution of the Corporation and any amendment to the Charter to effect any such liquidation or dissolution; and
(iii) Any amendment to Section 5.1, Section 5.2, Section 5.6, Section 7.1 or this Section 7.2; provided, however, that, if the Continuing Directors (as defined herein), by a vote of at least two-thirds of such Continuing Directors, in addition to approval by the Board of Directors, approve such proposal or amendment, the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast shall be required to approve such matter.
Required Votes. The Board of Commissioners of the Los Angeles Department of Water and Power and the Long Beach City Council have not yet had an opportunity to conduct the required votes on whether to approve this Agreement. Accordingly, this Agreement is executed by counsel for each of these Parties subject to such approval. Not later than five (5) Business Days after each such vote is taken, counsel for each of these Parties shall certify the results of their respective votes in writing to each of the other Parties to this Agreement, and these writings shall be appended to and made a part of this Agreement.
Required Votes. The Company Required Vote is the only vote of any class of stock of the Company required by the LBCA or the articles of incorporation or the by-laws of the Company to adopt this Agreement and approve the transactions contemplated hereby.
Required Votes. The IPC Stockholder Approval, being the affirmative approval, by vote or written consent, of a majority of the outstanding shares of IPC Common Stock, is the only vote of the holders of any class or series of IPC's securities necessary to adopt the Merger Agreement and approve the Mergers and the other transactions contemplated hereby. There is no vote of the holders of any class or series of IPC's securities necessary to approve the Voting Agreement or the transactions contemplated thereby. The affirmative approval, by vote or written consent, of a majority of the outstanding shares of IPC Systems Common Stock to adopt this Agreement (the "IPC Systems Stockholder Approval") is the only vote of the holders of any class or series of IPC Systems' securities necessary to adopt the Merger Agreement and approve the Mergers and the other transactions contemplated hereby.
Required Votes. A majority of the votes entitled to vote on a matter represented at a meeting of shareholders at which a quorum is present shall be required to take action on the matter, except for elections of directors which shall require a plurality of votes, unless a different number is required by the articles of incorporation, these bylaws, or by law.
Required Votes. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote hereon (the “Company Required Vote”) is the only vote of any class of Capital Stock of the Company required by the DGCL or the certificate of incorporation or the bylaws of the Company to adopt this Agreement and approve the transactions contemplated hereby.
Required Votes. The Los Angeles City Council and the Long Beach City Council have not yet had an opportunity to conduct the required votes on whether to approve this Agreement. Accordingly, this Agreement is executed by counsel for each of these Parties subject to such approval. Not later than five (5) Business Days after each such vote is taken, counsel for each of these Parties shall certify the results of their respective votes in writing to each of the other Parties to this Agreement, and these writings shall be appended to and made a part of this Agreement. The results of these votes must be certified no less than ten (10) Business Days prior to the Closing Date.