Affirmative Vote Matters Sample Clauses

Affirmative Vote Matters. 6.1 For so long as any Shareholder (together with its Affiliates) holds Level I Governance Participation, no action or decision relating to any of the Affirmative Vote Matters listed in Part A of Schedule 2 shall be taken or permitted to be taken, and no resolution shall be passed, by the Board, its committees, and/or the Shareholders at a meeting or in any other manner whatsoever, without the Consent of such Shareholder or a Director nominated by such Shareholder, except as provided in Clause 6.5. Provided that the right of MSIIPL and SMIT under this Clause 6.1 relating to the Affirmative Vote Matters listed in items 4, 5 and 12 of Part A, shall fall away upon the expiry of the June 30, 2019.
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Affirmative Vote Matters. Notwithstanding any other provision of this Agreement or any power conferred upon the Board by this Agreement, the Act or the Articles, the Company shall not, and the Promoters and the Company shall cause the Company and its Subsidiaries not to (a) directly or indirectly, whether by merger, demerger, consolidation, Reorganisation, amalgamation or otherwise, take any action in relation to any of the matters set forth in (A) Part-A of Schedule 8 without affirmative vote of each Principal Investor holding Threshold Shareholding; (B) Part-B of Schedule 8 without affirmative vote of the Principal Investor Majority, at a Shareholders’ meeting or with prior written Consent of the Principal Investor Majority (collectively, the “Investor Vote Matters”); and (b) directly or indirectly, whether by merger, demerger, consolidation, Reorganisation, amalgamation or otherwise, take any action in relation to any of the matters set forth in Part-C of Schedule 8 without affirmative vote of at least one Promoter either at a Board meeting or at a Shareholders’ meeting, or with the prior written Consent of at least one Promoter (“Promoter Vote Matters”) (together with the Investor Vote Matters, the “Affirmative Vote Matters”). The affirmative voting rights of the Promoters under this Clause 5.7.1, with respect to any of the matters set forth in Part-C of Schedule 8 shall cease to apply, (i) upon the Promoters collectively ceasing to hold at least the Threshold Shareholding, or (ii) upon an Event of Default having occurred, or (iii) upon expiry of the Exit Period, whichever is earlier.
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Affirmative Vote Matters. Notwithstanding anything to the contrary contained in this Agreement, and except in connection with the performance by the Company of its obligations under the Transaction Documents, the Company shall not, and shall cause each of its Subsidiaries not to, and the Board (including the board of directors of the Subsidiaries) shall not approve or take any action to, do any of the following, in each case without the prior consent of each Qualifying Shareholder (each of the following, an “Affirmative Vote Matter”):
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Affirmative Vote Matters. 2.3.1 Without prejudice to Clause 3.1.2, the Parties agree that, for a period of five (5) years after the Closing Date, the resolutions of the Executive Board to approve or effect the respective matters included in Schedule 8 (Affirmative Vote Matters) (the “Affirmative Vote Matters”) shall require the approval of the Supervisory Board with the affirmative vote of the Non-independent Nominee for as long as Aegon continues to hold (directly or indirectly) the relevant part of the issued and outstanding Ordinary Shares as specified in Schedule 8. In case the Non-independent Nominee is unable to act (belet), incapacitated (ontstent) or not entitled to vote, the Supervisory Board can only approve Affirmative Vote Matters with unanimous votes.
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Affirmative Vote Matters. 1. Any amendment to the Company's certificate of incorporation, Articles or Memorandum of Association.
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Affirmative Vote Matters 
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Related to Affirmative Vote Matters

  • Required Vote The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of the Company Common Stock is the only vote required, if any, of the holders of any class or series of capital stock or other Equity Interests of the Company to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger (the “Company Stockholder Approval”).

  • Quorum; Voting; Decisions At each JRC meeting, (i) the participation of at least [********] members designated by each Party shall constitute a quorum and (ii) all members designated by each Party who participate shall [********] vote on all matters before the JRC at such meeting. All decisions of the JRC shall be made by [********] vote. Alternatively, the JRC may act by written consent signed by at least [********] members designated by each Party. Whenever any action by the JRC is called for hereunder during a time period in which the JRC is not scheduled to meet, the Chairman shall cause the JRC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JRC (including the Patent Coordinators) may attend JRC meetings as non-voting observers with the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed. The Parties shall use reasonable efforts to reach consensus on matters properly before the JRC but, to the extent that that the JRC is unable to resolve any such matter, unless otherwise provided in this Agreement, such matter shall be referred to the ESC to be resolved in accordance with Section 2.1.5.

  • Parent Vote Immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub and the Company a written consent approving the Merger in accordance with the DGCL.

  • Quorum; Required Vote At any meeting of the Members, the holders of a majority of the Voting Shares entitled to vote represented in person or by proxy shall constitute a quorum unless any such action by the Members requires approval by holders of a greater percentage of Voting Shares entitled to vote, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Shares entitled to vote specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum.

  • Quorum and Required Vote (a) The holders of a majority of the Shares entitled to vote on any matter at a meeting present in person or by proxy shall constitute a quorum at such meeting of the Shareholders for purposes of conducting business on such matter. The absence from any meeting, in person or by proxy, of a quorum of Shareholders for action upon any given matter shall not prevent action at such meeting upon any other matter or matters which may properly come before the meeting, if there shall be present thereat, in person or by proxy, a quorum of Shareholders in respect of such other matters.

  • Required Vote of the Company Stockholders The affirmative vote of the holders of a majority of the outstanding shares of Company Voting Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of holders of securities of the Company that is required to approve this Agreement and the transactions contemplated hereby, including the Mergers.

  • Shareholder Vote The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate the shareholder approval requirements of the Principal Market.

  • Stockholder Vote In connection with any vote of the holders of the Company’s common stock issued in the Initial Public Offering (such stockholders, the “Public Stockholders”) regarding a Business Combination, the Company shall provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes verifying the vote of the Public Stockholders regarding such Business Combination.

  • Quorum and Voting The holders of a majority of the Outstanding Units of the class or classes for which a meeting has been called (including Outstanding Units deemed owned by the General Partner) represented in person or by proxy shall constitute a quorum at a meeting of Limited Partners of such class or classes unless any such action by the Limited Partners requires approval by holders of a greater percentage of such Units, in which case the quorum shall be such greater percentage. At any meeting of the Limited Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of Limited Partners holding Outstanding Units that in the aggregate represent a majority of the Outstanding Units entitled to vote and be present in person or by proxy at such meeting shall be deemed to constitute the act of all Limited Partners, unless a greater or different percentage is required with respect to such action under the provisions of this Agreement, in which case the act of the Limited Partners holding Outstanding Units that in the aggregate represent at least such greater or different percentage shall be required. The Limited Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Limited Partners to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Units specified in this Agreement (including Outstanding Units deemed owned by the General Partner). In the absence of a quorum any meeting of Limited Partners may be adjourned from time to time by the affirmative vote of holders of at least a majority of the Outstanding Units entitled to vote at such meeting (including Outstanding Units deemed owned by the General Partner) represented either in person or by proxy, but no other business may be transacted, except as provided in Section 13.7.

  • Quorum; Voting A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present).

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