Consenting Vote definition

Consenting Vote means (i) the unanimous written consent of the Board or (ii) the approval of the Board at any properly noticed Board meeting at which a quorum is present which approval shall include all of the non-Investor Group Designees present at the meeting.
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Examples of Consenting Vote in a sentence

  • Purchaser agrees, as a stockholder, and shall cause each member of the Investor Group to so agree, to vote or cause to be voted the Restricted Block in the manner recommended to stockholders by Consenting Vote on any vote submitted to the stockholders for vote or action by written consent including, without limitation, any stockholder rights plan approved by Consenting Vote.

  • This Agreement shall apply, without further act or formality, with any necessary changes to any new class, series or numbers of securities to which any Voting Securities owned by the Investor Group may be changed by virtue of any reorganization or recapitalization of the Company or after a consolidation, subdivision or other change in the capital stock of the Company, in each case, approved by Consenting Vote.

  • Except in the case of Transfers to Investor Group members as permitted by Section 4.1 or in the case of Transfers permitted by Section 4.3, Purchaser must obtain a Consenting Vote to any proposed Transfer of any Voting Securities by Purchaser or any Investor Group member.

  • Notwithstanding Section 2.1(a), no member of the Investor Group shall be obligated to dispose of any Voting Securities if the Investor Group Percentage exceeds the Threshold Percentage as a result of (i) a recapitalization of the Company approved by Consenting Vote, (ii) a repurchase of Voting Securities approved by Consenting Vote or (iii) any other action taken by the Company or its Affiliates other than the Investor Group provided such action is approved by Consenting Vote.

  • The voting agreement entered into by Parent with certain stockholders of the Company simultaneously with the execution and delivery of this Agreement (the “Voting Agreement”) has been approved at a duly called and held meeting of the Company Board and which approval included a Consenting Vote (as defined in that certain Amended and Restated Stockholder Agreement, dated as of June 20, 2001, by and between the Company and Hearst).

Related to Consenting Vote

  • Majority Interests Vote means the vote, at a meeting of Holders, of (A) 67% or more of the Interests present or represented at such meeting, if Holders of more than 50% of all Interests are present or represented by proxy, or (B) more than 50% of all Interests, whichever is less.

  • Supermajority Vote means the affirmative vote of at least seventy-five percent (75%) of the Members.

  • Consenting Creditors has the meaning set forth in the preamble to this Agreement.

  • Required Vote has the meaning ascribed thereto in Section 2.2(b);

  • Requisite Company Vote has the meaning set forth in Section 3.03(a).

  • majority of the outstanding voting securities shall have the meaning set forth for such terms in the 1940 Act.

  • Consenting Noteholders has the meaning set forth in the preamble to this Agreement.

  • Required Consenting Noteholders means, as of the relevant date, Consenting Noteholders that collectively hold at least 75% of the aggregate outstanding principal amount of the Notes Claims held by all such Consenting Noteholders.

  • Majority Shareholder Vote means a vote of “a majority of the outstanding voting securities” (as such term is defined in the 0000 Xxx) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.

  • Non-Voting Member means a member of a Committee or Sub- Committee of the Council who is not a member of the Council and is not entitled to vote on any matter coming before that Committee or Sub- Committee;

  • Majority Vote means a vote made by more than half of the Members who are present at a Meeting and who are entitled to vote and voting at that Meeting upon a resolution put to that Meeting.

  • Special Voting Unit means a special voting unit of the REIT;

  • Special Voting Units means, collectively, special voting units of the REIT, and “Special Voting Unit” means any one of them.

  • Special Voting Share means the one share of Series B Special Voting Preferred Stock with no par value, issued by US Gold to and deposited with the Trustee, which entitles the holder of record to a number of votes at meetings of holders of US Gold Common Stock equal to the number of Exchangeable Shares outstanding from time to time that are held by Non-Affiliated Holders.

  • Outstanding Voting Securities of any Person means the outstanding securities of such Person entitling the holders thereof to vote generally in the election of directors of such Person.

  • Majority in Interest of the Partners means Partners holding in the aggregate Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage Interests of all Partners entitled to Consent to or withhold Consent from a proposed action.

  • Outstanding Company Voting Securities means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Company Voting Securities (or of other voting stock or voting securities) shall be determined based on the relative combined voting power of such securities;

  • Majority in Interest of Note Holders Make-Whole Amount" or "Note Holder," or the percentage of Note Holders required to take or approve any action hereunder, (ii) reduce the amount, or change the time of payment or method of calculation of any amount, of Original Amount, Make-Whole Amount, if any, or interest with respect to any Equipment Note, or alter or modify the provisions of Article III hereof with respect to the order of priorities in which distribution thereunder shall be made as among the Note Holders, the Owner Trustee and Lessee, (iii) reduce, modify or amend any indemnities in favor of the Owner Trustee, the Mortgagee or the Note Holders (except that the Owner Trustee (in its individual capacity) or the Mortgagee, as the case may be, may consent to any waiver or reduction of an indemnity payable to it) or the other Indenture Indemnitees, (iv) consent to any change in the Trust Indenture or the Lease which would permit redemption of Equipment Notes earlier than permitted under Section 2.10 or 2.11 hereof or the purchase or exchange of the Equipment Notes other than as permitted by Section 2.13 hereof, (v) except as contemplated by the Lease or the Participation Agreement, reduce the amount or extend the time of payment of Basic Rent, Stipulated Loss Value, or Termination Value for the Aircraft in each case as set forth in the Lease, or modify, amend or supplement the Lease or consent to any assignment of the Lease, in either case releasing Lessee from its obligations in respect of the payment of Basic Rent, Stipulated Loss Value or Termination Value for the Aircraft or altering the absolute and unconditional character of the obligations of Lessee to pay Rent as set forth in Sections 3 and 16 of the Lease or (vi) permit the creation of any Lien on the Trust Indenture Estate or any part thereof other than Permitted Liens or deprive any Note Holder of the benefit of the Lien of this Trust Indenture on the Trust Indenture Estate, except as provided in connection with the exercise of remedies under Article IV hereof.

  • Super Majority Vote means, the affirmative vote of the holders of Outstanding Interests of all Series representing at least two thirds of the total votes that may be cast by all such Outstanding Interests, voting together as a single class.

  • Supermajority means, with respect to any Class of Notes, the holders of at least 66-2/3% of the Aggregate Outstanding Amount of the Notes of such Class.

  • Consenting Lenders has the meaning specified in Section 2.13(b).

  • Voting Debt means bonds, debentures, notes or other indebtedness having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of equity interests in the Company or any Company Subsidiary may vote.

  • Aggregate Voting Interests The aggregate of the Voting Interests of all the Certificates under this Agreement.

  • Consenting Stakeholders has the meaning set forth in the preamble to this Agreement.

  • Non-Voting Common Stock means the non-voting common stock, par value $0.01 per share, of the Company.