Super Majority Vote Sample Clauses
A Super Majority Vote clause establishes that certain decisions require approval by a higher-than-normal percentage of votes, typically more than a simple majority. For example, actions such as amending key agreements, approving mergers, or making significant financial decisions may require the consent of two-thirds or three-quarters of voting members. This clause ensures that major changes cannot be made without broad consensus, thereby protecting minority interests and preventing unilateral decisions by a small majority.
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Super Majority Vote. Notwithstanding §16(a), any term, condition or other provision of this Agreement may be waived, modified, amended or supplemented in a writing signed by the RCM Trustee and the Super Majority, so long as (i) each of the parties hereto that holds Customer Securities Claims, FX/Unsecured Claims or (if applicable) the ▇▇▇▇▇▇▇▇ Metals Claim is treated by the waiver, modification, amendment or supplement in the same manner as each other party holding such claims unless such party consents to any different treatment contemplated thereby or (ii) if the waiver, modification, amendment or supplement is timely objected to by another party, the forum chosen pursuant to §17 does not find that the objecting party is materially prejudiced thereby. For purposes of this subsection, an objection by a party is timely if lodged with the RCM Trustee within 15 calendar days following its receipt of notice of the intended waiver, modification, amendment or supplement.
Super Majority Vote. Termination and removal shall require a Super Majority vote of the Board at a regular or special meeting during which the accused Member shall have the opportunity to present relevant evidence in its defense as determined by the Board.
Super Majority Vote. (a) Wings’ by-laws will be amended, as of the first board of directors meeting following the effective date of this Letter Agreement, to afford the Series C Directors, for so long as the “Required Board Vote” requirements set forth in Article III, Section 6 thereof remain in effect, the ability to form a blocking coalition with respect to the items listed in items (i)-(xiv) of such Section 6 (copies of which are attached as Exhibit A hereto) and the items listed on Exhibit B hereto by voting against any proposed action referred to in such items along with any two directors of Wings, of whom not more than one may be a designee of Koninklijke Luchtvaart Maatschappij N.V. (“KLM”) and not more than one may be any of Messrs. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ or ▇▇▇▇▇ or any person who fills a vacancy arising from the resignation, death, removal or expiration of the term of any of Messrs. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ or ▇▇▇▇▇. Thus, the negative votes of the three Series C Directors along with two negative votes from among the other directors would preclude the Company from undertaking any of the actions listed (i) in items (i)-(xiv) of Article III, Section 6 of the Wings by-laws or (ii) on Exhibit B hereto. In the event that the “Required Board Vote” requirements of the Wings by-laws expire prior to the expiration of the Wage Savings Period, the Series C Directors will retain the same blocking rights specified above with respect to the items listed in Exhibit B hereto for four years following the effective date of this Letter Agreement.
(b) During the Wage Savings Period, no current or future member of the Wings board of directors will have more favorable blocking coalition rights than those set forth above with respect to the matters set forth in items (i)-(xiv) of Article III, Section 6 of the Wings by-laws or Exhibit B or any other matters presented for the approval of the board of directors.
Super Majority Vote. Other issues that require resolutions by the ------------------- Board may be raised at a duly convened meeting of the Board and must be adopted by the affirmative vote of a majority of the directors present in person, or by proxy at such meeting where a quorum is present; provided that the affirmative vote of at least one director appointed by PARTY B is required.
Super Majority Vote. The Stockholders and the Company agree that, except as otherwise provided in Section 7 below, the Company shall not take any of the following actions without the affirmative vote or consent of at least eighty percent (80%) of the members of the Board of Directors (and, to the extent Delaware law requires stockholder approval to take such action, without affirmative vote or consent of at least eighty percent (80%) of the issued and outstanding capital stock of the Company):
(a) amend, repeal or alter in any way the Certificate of Incorporation or Bylaws of the Company or any of its subsidiaries;
(b) merge or consolidate or agree to merge or consolidate the Company with or into any other legal entity, or convert the Company into any other legal entity, or authorize a share exchange;
(c) liquidate, dissolve, reorganize or recapitalize the Company or adopt any plan to do so;
(d) issue, sell or seek to register for a public offering any shares of capital stock of the Company or any options or rights to purchase any shares of capital stock of the Company, whether or not such shares have been previously authorized or issued, except for performing its obligations under Section 1.2(b) of the Stock Purchase Agreement by and among Company, Home Service and ▇▇▇▇▇▇▇ dated May 29, 1998 ("Stock Purchase Agreement"), and performing its obligations under that certain Registration Rights Agreement (the "Registration Rights Agreement") of even date herewith by and between the Company, ▇▇▇▇▇▇▇ and Home Service;
(e) declare or pay any dividends on, or make any other distributions upon or in respect of, or purchase, retire or retain any shares of the capital stock of the Company, or set aside any funds for such purposes except as otherwise set forth in the Employment Agreement between the Company and ▇▇▇▇▇▇▇, or in Section 1.3(a) of the Stock Purchase Agreement;
(f) except as provided in the annual capital budget of the Company approved by the Board of Directors, make any capital expenditures or any capital additions or improvements requiring the payment of more than an agreed to amount for any one capital addition or improvement, or an aggregate of more than an agreed to amount in any 12-month period for all capital additions and improvements, except as may be involved in ordinary repairs, maintenance and replacement and minor plant and equipment additions;
(g) acquire any stock or assets of any legal entity or invest in or acquire any interest in any business enterprise;
(h) ...
Super Majority Vote. This Agreement may be modified by allowing a Member to voluntarily withdraw from this Agreement on an affirmative vote of at least five (5) Directors. In the event a Member withdraws in accordance with this Section, such Member shall have the right to keep assets assigned to them for their use. The Board may allow the Member to retain their interest in the equipment, furnishings and other assets of PEG Media.
Super Majority Vote. Removal shall require a Super Majority vote of the CMCB at a meeting during which the Contracting Party shall have the
Super Majority Vote a majority vote shall be considered 66% with voting percentages per Member described in Exhibit A attached hereto.
Super Majority Vote. Only prior to the Company's IPO, decisions ------------------- of the Board of Directors shall require a super-majority, defined as the vote of five directors, one of which shall be by a director designated by @viso, with respect to the following transactions (except where such transactions or arrangements are contemplated by this Agreement or any related agreements or documents):
(a) any proposal to the general meeting to distribute a dividend or other distribution;
(b) any proposal to the general meeting to make any acquisition in which more than 20% of the stock of the Company is issued, or any sale of more than 20% of the Company's assets, or any capital expenditure representing more than 20% of the Company's assets, or to the extent the board of directors is authorized to resolve upon the issuance of shares pursuant to Article 4 of the Articles of Association of the Company, a resolution to accomplish any such sale of assets or capital expenditure;
(c) any material contracts or arrangements with PeoplePC, or @viso or SBCP or their affiliates, other than contracts or arrangements (i) contemplated by this Agreement or any related agreements or documents or (ii) entered into in the ordinary course of business;
(d) any proposal to the general meeting to adopt compensatory stock option or other equity incentive plans which, in the aggregate, reserve for issuance more than 15% of the Company Securities at their date of adoption, or to the extent the board of directors is authorized to resolve upon the issuance of shares pursuant to Article 4 of the Articles of Association of the Company, a resolution to accomplish any such stock option or equity incentive plan; or
(e) a dedication of a material amount of assets to an activity that is outside the Company's stated purpose.
Super Majority Vote. Subject to the conditions stated in this Subsection, a proposed Transfer of Units approved expressly as a Permitted Transfer by a Super Majority Vote (which vote includes the vote of the proposed transferor to the extent the Units proposed to be Transferred are Voting Units) shall be a Permitted Transfer. A Transfer pursuant to this Subsection is prohibited and shall be of no force and effect unless and until the transferee (or the transferee’s authorized representative) executes a binding instrument in form and substance acceptable to the Company agreeing (i) to be bound by all of the terms of this Agreement, including all restrictions set forth herein, and (ii) to pay the reasonable costs incurred by the Company in implementing the Transfer.