Special Majority Approval definition

Special Majority Approval means a resolution passed at, and entered in the minutes of, a meeting of the Shareholders duly called and held by the affirmative votes of persons holding or representing by proxy not less than 90% of the Shares.
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Special Majority Approval means the approval (by vote or written consent, as provided by law) of the holders of at least 2/3 of the then issued and outstanding shares of Series A-1 Preferred, voting separately as a single class.
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Special Majority Approval has the meaning given in paragraph 1 of this Schedule 10;
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Examples of Special Majority Approval in a sentence

  • No amendment to this Agreement will be valid or binding unless set forth in writing and Special Majority Approval is obtained.

  • The Board will be entitled to establish equity incentive plans from time to time without the approval of the Voting Shareholders, provided, however, that unless authorized by Special Majority Approval, the aggregate number of securities of the Corporation issuable thereunder will not exceed 15% of the issued and outstanding Voting Shares from time to time.

  • Subject to Special Majority Approval, as applicable, the Board shall have all power and authority to manage, to direct the management, business and affairs of and to make all decisions to be made by or on behalf of the Company.

  • If for any reason the authority granted under paragraph 1 above does not result in the Major Shareholder being able to achieve the Special Majority Approval, each of the Minority Shareholder(s) undertakes to attend all meetings of Shareholders of the Company in Luxembourg (a Shareholders’ Meeting) and vote, as shareholders of the Company, as directed in writing by the Major Shareholder, on any vote on any matter which relates to a Special Majority Approval.

  • Any other matter or issue in respect of which a provision in this Agreement expressly provides that Special Majority Approval of Shareholders is required.

  • The Company must not do, or commit to do, any of the things listed in item 2 of Schedule 2 without the Special Majority Approval of Directors.

  • Upon the occurrence of any one of the following events, this PFS Contract, or the applicable Project, shall be terminated absent Special Majority Approval of the Executive Committee electing, with Funder Consent, t...

  • Special Majority Approval of the Executive Committee is not given to a plan to reconcile material variances between the SPV Operating Account and the Funding Plans, as identified in SPV OC Quarterly Report, within 60 days (or such longer timeframe as the Executive Committee deems necessary) after written notice of disagreement is provided to the Funders referencing this termination provision.

  • Item 2: Things requiring Special Majority Approval of Directors (rule 31.3) 1.

  • All Exclusive EC Matters shall be approved by Special Majority Approval of the Executive Committee.


More Definitions of Special Majority Approval

Special Majority Approval has the meaning given in paragraph 1 of this Schedule 5; SCHEDULE 7
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Special Majority Approval means the approval of a majority of the EC Members constituting a quorum eligible to vote, which majority must include the County representative and the Funder representative. SPV means SLCO PFS 1, Inc., a Utah nonprofit corporation recognized as a 501(c)(3) organization under the Tax Code, established as the special purpose vehicle.
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Special Majority Approval has the meaning given in paragraph 1 of this Schedule 10; Tag Along Notice has the meaning given in paragraph 7.3 of this Schedule 10; Tag Along Offer has the meaning given in paragraph 7.1 of this Schedule 10;
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Special Majority Approval means, subject to Section 3.5, as to a particular action being considered by the Board, approval of such action by all of the Directors.
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Related to Special Majority Approval

  • special majority means the majority of votes described in §11.2 which is required to pass a special resolution. Act and Interpretation Act Definitions Applicable

  • Requisite Approval means the affirmative vote of the holders of (a) at least a majority of the outstanding shares of Company Capital Stock, voting together as a single class and (b) at least a majority of the outstanding shares of Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, voting together as a single class on an as-converted basis.

  • 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.

  • Requisite Majority means, as at any particular time, Passenger Operators whose Vehicle departures from the Station, expressed as a percentage of Total Departures, as at the relevant date, together are at least equal to the percentage specified in paragraph 4 of Annex 8 (or such other percentage as the ORR may specify by notice to the Station Facility Owner and to each Passenger Operator as the new percentage which is to apply for these purposes following the entry into, variation, amendment or termination of an access contract permitting a passenger service operator to use the Station, a Change in Control of any Passenger Operator or any event which results in a material change to the proportion of the Total Departures made by trains operated by or on behalf of any Passenger Operator);

  • Required Majority means a required majority, as defined in Section 57(o) of the Act.7

  • IRB approval means the determination of the IRB that the research has been reviewed and may be conducted at an institution within the constraints set forth by the IRB and by other institutional and federal requirements.

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

  • MUSL Board means the governing body of the MUSL, which is comprised of the chief executive officer of each Party Lottery.

  • Super Majority has the meaning set forth in paragraph 5(b) of Annex I.

  • MAA Approval means approval of an MAA by the applicable Regulatory Authority for marketing and sale of a Product in the Collaborator Territory, but excluding any Pricing and Reimbursement Approval.

  • Super Majority Banks means at any time Banks having at least 85% of the aggregate amount of the Commitments or, if the Commitments shall have been terminated, holding Notes evidencing at least 85% of the aggregate unpaid principal amount of the Loans.

  • CPUC Approval means a final and non-appealable order of the CPUC, without conditions or modifications unacceptable to the Parties, or either of them, which contains the following terms:

  • HSR Approval means expiration of all applicable waiting periods under the HSR Act (including any voluntary agreed extensions) or earlier termination thereof.

  • 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.

  • Pre-approval means written notification via a pre-approval letter to Customer that Ameren Illinois has reviewed Customer's Application and determined that the project meets the program eligibility requirements for a maximum pre-approved incentive amount if the project is completed by the estimated completion date and all final application paperwork is submitted and approved.

  • Special Approval means approval by a majority of the members of the Conflicts 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.

  • Age of majority means the age when the procedural safeguards and other rights afforded to the parent or parents of a student with a disability transfer to the student. In Virginia, the age of majority is 18.

  • Requisite Stockholder Approval means the affirmative vote of the holders of a majority of that company’s issued and outstanding shares entitled to vote on the Merger actually voting in favor of this Agreement and the Merger.

  • Requisite Shareholder Approval means the affirmative vote of a majority of the outstanding shares of the Preferred Stock and the Common Stock (voting together as a single class) and the affirmative vote of a majority of the outstanding shares of Common Stock (voting separately as a single class), in each case approving the Authorized Shares Amendment.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • absolute majority , of the Committee, means a majority of the committee members currently holding office and entitled to vote at the time (as distinct from a majority of committee members present at a committee meeting);

  • CPF Board means the Central Provident Fund Board, a body corporate established under the Central Provident Fund Act (Cap. 36);

  • vote of a majority of the outstanding voting securities" shall mean the vote, at a meeting of Holders, of the lesser of (a) 67 per centum or more of the Interests in the Trust present or represented by proxy at the meeting if the Holders of more than 50 per centum of the outstanding Interests in the Trust are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding Interests in the Trust. The terms "Holders" and "Interests" when used herein shall have the respective meanings specified in the Declaration of Trust of the Trust.

  • Investor Majority means [the holders of at least [ ] per cent of Series A Shares from time to time] [Note: amend as appropriate];

  • CFIUS Approval means that any of the following shall have occurred: (a) the review period under the DPA commencing on the date that a CFIUS Notice is accepted by CFIUS shall have expired and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS to the effect that such review has been concluded and that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, (b) an investigation under the DPA shall have been commenced after such review period and CFIUS shall have determined to conclude all action under the DPA without sending a report to the President of the United States, and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, or (c) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and either (i) the President shall have announced a decision not to take any action to suspend or prohibit the Contemplated Transactions or, (ii) the period under the DPA during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Contemplated Transactions shall have expired without any such action being threatened, announced or taken.