Special Board Approval definition

Special Board Approval means the approval of a majority of the directors of the Board present and voting at a duly convened meeting, provided that the TPG Director shall not have voted against such action.

Special Board Approval means the approval of a majority of the Independent Directors.

Special Board Approval means the approval by the Board of Directors of the Company acting in accordance with applicable law.

Examples of Special Board Approval in a sentence

• In the event a Initial Transferor seeks a Special Board Approval, to the extent that the transaction reflected in the proposed request for a Special Board Approval does not result in an "ownership shift" in excess of 40% and does not result in an "ownership change" as those terms are used in Section 382, the approval of the Board will not be unreasonably withheld.

• Unless such transfer shall have been preceded by Special Board Approval, any purported transfer of Common Stock into which any Note is directly or indirectly convertible in excess of the number of shares that can be transferred without increasing the transferee's ownership interest percentage above 4.5% is not effective to transfer ownership of such excess shares (the "Prohibited Shares") from the transferor (the "Initial Transferor") to the purported acquiror (the "Purported Acquiror").

• Subject to Special Board Approval with respect to any material tax deficiency, the Tax Matters Partner or Partnership Representative, as applicable, will have discretion to determine whether the Company (either in its own behalf or on behalf of the Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority.

• Except as otherwise decided by the Board, with Special Board Approval with respect to non-management Directors, the Directors shall serve without compensation from the Company.

• Except in so far as the Guidelines may provide for a higher standard, and subject to Article 27.7, during the Initial Board Transition Period, Special Board Approval shall be required for the transaction of any business by the Board and thereafter questions arising at a meeting of the Board shall be decided by a majority of votes of the Directors present at such meeting who are entitled to vote on such question.

More Definitions of Special Board Approval

Special Board Approval means (i) if, after accounting for any vacancies on the Board and any abstentions, an equal number of C Directors and L Directors would cast votes on the applicable matter, the majority vote of solely the Directors casting votes and (ii) if, due to vacancies on the Board and any abstentions, an unequal number of C Directors and L Directors would cast votes on the applicable matter (the higher of the number of C Directors and L Directors casting votes, the “Threshold Number”), a number of votes equal to at least one more vote than the Threshold Number;

Special Board Approval means the approval of a majority of all of the directors then in office, which majority shall include at least one (1) director designated by the Apollo Stockholder pursuant to the Stockholders Agreement, and one (1) director designated by a Principal Stockholder pursuant to the Stockholders Agreement or one (1) Replacement Director designated pursuant to the Stockholders Agreement.

Special Board Approval means the prior approval of a majority of the Board, which majority shall include at least one (1) Director designated by the Investcorp Investors pursuant to Section 4.1(a)(iii) and at least one (1) Director designated by the Harvest Funds pursuant to Section 4.1(a)(i).

Special Board Approval means, with respect to any action or other matter for so long as there are votes with respect to thirteen (13) Directors on the Board (not including recusals) hereunder, the approval or consent of (a) if the votes with respect to the Chairman and the Walgreens Directors that are not Independent Walgreens Directors approve such action or matter, votes with respect to at least eight (8) Directors or (b) if the conditions in clause (a) have not been met, votes with respect to at least eleven (11) Directors. Notwithstanding the foregoing, in the event there are votes with respect to more or less than thirteen (13) Directors on the Board (not including recusals and whether caused by any recusals, vacancies or changes in the size of the Board) hereunder, “Special Board Approval” means, with respect to any action or other matter, the approval or consent of Directors holding a number of votes equal to the sum of the total number of votes held by all Directors on the Board minus two (2). For purposes of the definition of “Special Board Approval,” if the Chairman is a Walgreens Director then the references to the Chairman in such definition shall be deemed to be references to the Lead Independent Director.

Special Board Approval means, with respect to any action or other matter, the approval or consent of Directors holding a number of votes equal to the sum of the total number of votes held by all Directors on the Board minus two (2). For purposes of the definition of “Special Board Approval,” if the Chairman is a Walgreens Director then the references to the Chairman in such definition shall be deemed to be references to the Lead Independent Director.

Special Board Approval has the meaning set forth in the Existing Operating Agreement.

Special Board Approval means, with respect to any action or other matter for so long as there are nine (9) Directors on the Board (not including recusals), the approval or consent of (a) if the Chairman and the Walgreens Directors that are not Independent Walgreens Directors approve such action or matter, at least six (6) Directors or (b) if the conditions in clause (a) have not been met, at least seven (7) Directors. Notwithstanding the foregoing, in the event there are more or less than nine (9) Directors on the Board (not including recusals and whether caused by any recusals, vacancies or changes in the size of the Board), “Special Board Approval” means, with respect to any action or other matter, the approval or consent of (i) if the Chairman and the Walgreens Directors that are not Independent Walgreens Directors approve such action or matter, at least a number of Directors equal to the total number of Walgreens Directors plus the Chairman (provided that such number is not less than a majority of the Directors on the Board) or (ii) if the conditions in clause (i) have not been met, at least a number of Directors equal to the total number of Walgreens Directors plus half of the total number of Non-Walgreens Directors (rounding up if such number is an odd number). For purposes of the definition of “Special Board Approval,” if the Chairman is a Walgreens Director then the references to the Chairman in such definition shall be deemed to be references to the Lead Independent Director.