Extraordinary Matters definition

Extraordinary Matters. ' means (a) any matter that pursuant to the GCL requires stockholder approval, (b) any Substantive Amendment to the Restated Bylaws and (c) any Other Extraordinary Matters.

Extraordinary Matters means any merger, amalgamation, consolidation, share exchange (including any exchange offer or tender offer), recapitalization, or other business combination, in each case as a result of which the holders of the Shares of the Company immediately prior to the consummation of such transaction would cease to own at least a majority of the issued and outstanding shares of common stock of the resulting company (or, if such resulting company is a subsidiary, then the ultimate parent company).

Extraordinary Matters means, with respect to Virginia (i) a merger or acquisitions; (ii) an amalgamation, arrangement, a capital reorganization or any other business combination or reorganization; or (iii) matters mandatorily submitted for shareholder approval pursuant to the rules of stock exchanges or applicable Laws;

Examples of Extraordinary Matters in a sentence

• The Common Members, and only Common Members, shall have the exclusive right to vote in the election/removal of the Manager and except with respect to Extraordinary Matters, on all other matters without exception which in accordance with the Act, the Certificate of Formation or as specified in this Agreement requires Member action, a vote, consent or approval.

• Except as otherwise specified in this Agreement the vote of Common Members holding a majority of the Common Units, except with respect to Extraordinary Matters, shall be sufficient to authorize any action requiring the approval of Members in accordance with the Act or this Agreement.

• In specified circumstances ("Extraordinary Matters"), actions by UAL or United require approval of either (a) 75% of the entire Board, including at least one union director, or (b) 75% of the voting stock present at a stockholder meeting.

• Resolution of Extraordinary Matters shall be by means of negotiations between TopSpin and Born Free, with any outcome that would involve payment (including, without limitation, payment in kind, set off, waiver of amounts due to the Company and other similar arrangement) being made to Born Free and/or the mold supplier in excess of 180,000 Euros being subject to Anavid’s prior written approval which shall not be unreasonably withheld, prior to Closing.

• Class B Shares are not allowed voting rights, except in any extraordinary matters stipulated in the Corporate Articles, to wit: Separate voting at a General Shareholders’ Meeting in respect of Extraordinary Matters.

More Definitions of Extraordinary Matters

Extraordinary Matters means:

Extraordinary Matters shall have the meaning set forth in Section 1.10.

Extraordinary Matters has the meaning set forth in Section 11.5 hereof.

Extraordinary Matters. Notwithstanding the provisions of Section 2.09, the vote to approve (i) an amendment to the articles of incorporation of the corporation, (ii) a plan or merger or a plan of share exchange, (iii) the sale, lease, exchange or other disposition of substantially all of the corporation’s property other than in the usual and regular course of business, or (iv) a proposal to dissolve the corporation as contemplated by Colorado Revised Statutes Section 0-000-000, shall require the approval of a majority of the votes entitles to be cast on the matter in the case of a single voting group or, if required by Colorado law, by the approval of each voting group entitled to vote separately on the matter by a majority of the votes entitles to be cast on the matter for that voting group.

Extraordinary Matters shall be the matters set forth on Schedule C. The sale of the Trust Shares in accordance with the provisions set forth above shall not be an Extraordinary Matter.

Extraordinary Matters has the meaning set forth in Section 4(b). .................."Fully Diluted Basis" shall mean, with respect to the Capital Stock of any Person, all shares of such Capital Stock which would be outstanding if all shares of such Capital Stock issuable or deliverable upon the exercise of all then outstanding rights, options and warrants (vested or unvested) issued or granted by such Person to subscribe for or purchase shares of such Capital Stock of such Person, and upon the conversion or exchange of all then outstanding securities issued by such Person or any of its Subsidiaries convertible into or exchangeable for shares of such Capital Stock of such Person, were issued and outstanding at the time ofdetermination. .................."HC" has the meaning set forth in the Introduction. .................."HC Directors" shall be such persons as are so designated by HC, as such designation may change from time to time. .................."HC Parties" means collectively HC and Sub and any Affiliates thereof. .................."Independent Directors" shall be jointly selected by the Company Directors and the HC Directors, as such selection may change from time to time. Following five years from the date hereof, the Independent Directors shall mean a person who (x) is in fact independent, (y) does not have any direct financial interest or any material indirect financial interest in HC or the Company or any of their respective Affiliates (other than by reason of ownership of not more than 1% of any class of securities thereof), and (z) is not connected with HC or the Company or any of their respective Affiliates as an officer, employee, consultant, agent, advisor, representative, trustee, partner, director (other than of the Company) or person performing similar functions. .................."Offer" has the meaning set forth in the "Whereas" clauses. .................."Person" shall mean any individual, firm, corporation, partnership or other entity. .................."SEC" means the Securities and Exchange Commission of the United States or any substantially similar " successor governmental entity. .................."Shares" has the meaning set forth in the "Whereas" clauses. .................."Stock Purchase Agreement" has the meaning set forth in the "Whereas" clauses. .................."Sub" has the meaning set forth in the Introduction. .................."Subsidiary" of any Person (that Person, the "Parent") means any other Person of which Capital Stock representin...

Extraordinary Matters shall be the matters set forth an agreed schedule and set forth in Satmex’s by-laws. The sale of the Trust Shares in accordance with the provisions set forth above shall not be an Extraordinary Matter.