Supermajority Approval Clause Samples

Supermajority Approval. Notwithstanding anything to the contrary herein (but subject to Sections 4.5, 9.4, 9.5, 9.6, 9.7, and 9.8), the Company shall not (and the Company shall cause each other Atrium Company not to) take, authorize, facilitate or permit to occur any of the following actions without the prior approval of (x) the Kenner Group, and (y) either the ML Group or the UBS Group (except that if any of the Kenner Group, the ML Group or the UBS Group owns less than 10% of the Operating Company Share Equivalents then outstanding, only the approval of the other two groups shall be required), which approval may only be given in accordance with Section 3.7(b): (i) the authorization or issuance, or the entry into any agreement (or into any amendment to such agreement) or the issuance of any instrument providing for, the authorization or issuance (contingent or otherwise) of, any shares of capital stock, equity-linked, derivative or other equity securities or other Convertible Securities of any Atrium Group Company (including the adoption of any stock option plan or other stock incentive plan or arrangement or the amendment of or supplement to any stock option plan), in each case to the extent not covered by Section 5.14(a)(ix); provided, however, that the foregoing restrictions shall not apply to: (A) the issuance of 7,750 Operating Company Shares issuable upon exercise of the warrant issued by the Operating Company to Jeff L. Hull, dated December 10, 2003, (B) the issuance of ▇,▇▇▇ ▇▇▇▇▇▇▇▇▇ Company Shares issuable to Key Executives of the Operating Company pursuant to the exercise of stock options to be issued on or after date hereof having an exercise price per share equal to $1000, (C) the authorization of an option pool covering 5,250 Operating Company Shares issuable to Key Executives of the Operating Company pursuant to the exercise of stock options to be issued on or after date hereof (which stock option issuances shall be subject to the restrictions set forth in this Section 5.14(b)(i)) having an exercise price per share greater than $1,000; and (D) the formation of or issuance of any such securities of any wholly owned Subsidiary of the Operating Company to the Operating Company or any other wholly owned Subsidiary of the Operating Company; (ii) (A) the approval of any Annual Budget, (B) any material amendment to an Approved Annual Budget, or (C) except to the extent necessary to effect an acquisition consented to in accordance with (or permitted by) Section 5.14(b)(v)...

Supermajority Approval. Notwithstanding Article 11.3(a), a minimum 75 percent vote total in accordance with Article 11.2 shall be required to approve any of the following: (i) the annual budget; (ii) any substantive amendment to the CMA GSP; (iii) addition of new Members pursuant to Article 6.2; (iv) establishment and levying of any fee, charge, or assessment; (v) adoption or amendment of the GSA Bylaws; (vi) regulation, limitation, or suspension of extractions from groundwater ▇▇▇▇▇; or (vii) issuance of bonds or other forms of indebtedness.

Supermajority Approval. The Company, the Manager and the Board of Directors shall not (and shall cause the Company’s Subsidiaries not to) take any of the following actions unless Supermajority Approval is first obtained: (i) effecting the sale and transfer of all or substantially all of the assets of the Company (other than as part of a Drag-Along Sale); (ii) effecting the surrender or abandonment of any material part or parts of the Properties, including the area contemplated by Phase 1 and Phase 2; (iii) changing the business purpose of the Company; (iv) electing to permanently terminate the operations of the Project or to suspend operations or place the Project on care and maintenance; and (v) effecting any liquidation, insolvency, bankruptcy, creditors’ protection or any other Insolvency Event.

Supermajority Approval. Without the prior written consent or approval of Members holding eighty percent (80%) of the Units of the LLC the Managers of the LLC may not cause the LLC to: (a) amend the LLC's Articles of Organization; (b) amend this Agreement in any manner (except as provided in Section 5.10); (c) sell, assign or otherwise transfer all or substantially all of the LLC's assets in one or more related transactions; (d) (i) enter into, terminate, amend, assign or otherwise transfer any Management Agreement with a Management Company (as further described in Section 7.1), or (ii) appoint, elect and/or approve any Management Company for purposes of rendering professional management services to the LLC; or (e) relocate the Surgery Center. A Member or Members holding eighty percent (80%) of the Units of the LLC may at any time vote to take any action described in this Section 6.10, in which case the Managers shall carry out any action so approved.

Supermajority Approval. [IF YOU WANT TO OUTLINE ACTIONS THAT REQUIRE A SUPERMAJORITY APPROVAL, i.e. amending the OA, admitting or terminating members, changing the class of a member, approving or terminating aboard members, changing the profit distributions, dissolution; changing legal name of coop, etc., OUTLINE THEM HERE, AS WELL AS WHAT CONSTITUTES A SUPERMAJORITY APPROVAL] 3.6 Participating in Meetings by Phone or Proxy. [DESCRIBE WHETHER A MEMBER MAY PARTICIPATE IN MEETINGS VIA PHONE OR PROXY.]

Supermajority Approval. The following matters shall ----------------------- require the vote, approval or consent of Members holding 66.67% of the Voting Interests and who are not otherwise the subject of Section 4.5: (a) any transfer of a Voting Interest other than a transfer of a Voting Interest (i) without a corresponding transfer of an Economic Interest, which transfer shall be subject to Section 4.9.3 or (ii) effected by virtue of the operation of Section 4.4.1; (b) any transfer of an Economic Interest other than a transfer of an Economic Interest (i) otherwise permitted under Article 7 or (ii) effected by virtue of the operation of Section 4.4.1; (c) a change in the business of the Company from that provided for in Section 2.6; (d) the admission of a new member to the Company except as otherwise permitted by Article 7, if such admission would result in a dilution of any Member's Economic Interest or Voting Interest; (e) a merger or consolidation of the Company or a sale of substantially all of the Company's assets; (f) any amendment of the Certificate or this Agreement that could have a material adverse effect on the Economic Interest or Voting Interest of a Member; (g) a decision to enter into a contract or other obligation involving an obligation on the part of the Company to pay or guarantee indebtedness of, or to provide services having a value or cost of, One Hundred Thousand Dollars ($100,000) or more; (h) a decision to compromise the obligation of a Member to make a Capital Contribution or return money or property paid or distributed in violation of the Act; (i) the declaration or making of any payment or distribution not contemplated by Article 6 (except to the extent prohibited by Section 6.7) or the prohibition of the declaration or making of any payment or distribution otherwise contemplated by Article 6; (j) the dissolution or winding up of the Company, including any decision to file a voluntary proceeding, or acquiesce to the filing of an involuntary proceeding, with respect to the Company under the federal Bankruptcy Code; (k) a decision to approve any annual business plan or budget for the Company; (l) a change in the location of the principal place of business of the Company; (m) the granting or permitting of access, to any Member not having Voting Interests, to the customer identification information of any Person to whom the Company provides products or services; (n) participation by the Company in the profits of any customer pool to be established by any ...

Supermajority Approval. The Stockholder Agreement further provides for supermajority approval of the voting holders of Common Stock of the Company for the Company to undertake specified actions, including, but not limited to, amending the Articles of Incorporation or Bylaws, appointing or removing the Company’s independent accountant or changing accounting methods or policies other than as required by GAAP, effectuating a change of control of the Company, or elect or remove (with or without cause) any officer of the Company. The Company requires that a married investor provide a spousal consent pursuant to the Stockholders Agreement. Furthermore, certain married investors will be required to confirm the consent of their spouse pursuant to the Stockholders Agreement. Married investors in “community property states” (Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington, and Wisconsin) are required to confirm the consent of their spouse to purchase the Company’s securities. A spousal consent is important to the Company because in the event of dissolution of a marriage, or death of the investor with the spouse inheriting the securities in this Offering, the spouse taking possession of the shares will be bound by the terms of the Stockholders Agreement, providing certainty to the Company for the enforcement of the agreement. The Company requires that the spousal consent be provided to the Company within 15 days of confirmation of an investment in the Company. While non-receipt of a spousal consent may result in equitable remedies pursuant to the Stockholders Agreement, it is not a condition of the investment or being a stockholder of the Company. This means that investors whose shares are transferred by reason of dissolution of marriage or death of the investor may be in breach of the Stockholders Agreement if no spousal consent was provided to the Company. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre- dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Nevada, which governs the Subscription Agr...

Supermajority Approval. The following actions shall require Supermajority Approval with respect to of the Managers then serving, subject only to the requirements of Section

Supermajority Approval. The Company shall not, and shall not permit any of its Subsidiaries to, take any of the following actions without first obtaining Board approval and the affirmative vote or written consent of Stockholders who Beneficially Own at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Common Stock held by all Stockholders: (i) initiate or take any action for the liquidation, dissolution or winding up of the Company or any of its Subsidiaries; (ii) make any change in the number of Directors that constitutes the entire Board outside of the range set forth in Section 2.1(a); or (iii) enter into any contract, agreement, arrangement or commitment to do or engage in any of the foregoing.