Vote Thresholds Sample Clauses

Vote Thresholds. The UCP Proxy Statement shall provide that approval of each Governance Proposal at the 2017 Annual Meeting shall require, in addition to the requisite vote necessary under applicable law, the UCP Bylaws and the UCP Charter, “for” votes from a majority of the outstanding voting power of UCP held by UCP stockholders other than PICO (a “Majority of the Minority Vote”). Notwithstanding anything to the contrary in this Agreement, (i) the resolutions adopted by the UCP Board approving, and recommending that the stockholders of UCP vote in favor of, each of the Governance Proposals may provide that, notwithstanding authorization by the stockholders of UCP in accordance with any other or lesser vote required under applicable law, the UCP Charter or the UCP Bylaws, the UCP Board may abandon without further action by the stockholders of UCP any such Governance Proposal that is not approved by a Majority of the Minority Vote at the 2017 Annual Meeting and (ii) UCP shall not be in breach of this Agreement if UCP does not file the Amended Charter with the office of the Secretary of State of the State of Delaware, or cause the Amended Bylaws to be duly adopted, in either case in respect of any terms or provisions therein relating to any Governance Proposal that is not approved by a Majority of the Minority Vote at the 2017 Annual Meeting.