Qualified Majority Sample Clauses

Qualified Majority. The vote of 2/3 of the Steering Committee, or in the case of a Committee or Submission Group, the vote of 2/3 of all of the Members of the Committee or Submission Group.
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Qualified Majority. In order to make the following decisions, shareholders owning at least three quarters (3/4) of the capital stock of the Corporation must be present or represented at the Shareholders’ Meeting and shareholders owning at least three quarters (3/4) of the shares of the Corporation must vote in favor:
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Qualified Majority. Having examined the recommendations of the Strategic Committee, and after having deliberation, the Board of Directors has taken note of (i) the terms of the proposed Business Combination (ii) the draft combination agreement to be entered into between 2MX Organic and InVivo Group and detailing the terms and conditions of the Business Combination (the "Business Combination Agreement") (iii) a summary of the main agreements relating to the proposed Business Combination and, more generally, the information contained in the draft Merger Prospectus prepared by 2MX Organic and to be filed with the AMF and (iv) the conclusions of the Financial Expert, acknowledges that : - the proposed Business Combination meets the criteria defined in the IPO Prospectus for the completion of a business combination and in particular the minimum threshold of 75% (as this term is defined in the IPO Prospectus) and other criteria and guidelines identified by 2MX Organic in the IPO Prospectus; - the proposed Business Combination will be carried out through a contribution in kind by InVivo Group of all of the shares of InVivo Retail; - as a result of the proposed Business Combination, InVivo Retail will become a wholly- owned subsidiary of 2MX Organic and InVivo Group will become the controlling majority shareholder of 2MX Organic; - The contemplated Business Combination will be based on a pre-money value of InVivo Retail shares (before the recapitalization by InVivo Group of part of its current shareholder account for an amount of 99,999,999.81 euros) of 457.1 million euros; - in consideration for the contribution of the InVivo Retail shares by InVivo Group, 2MX Organic will issue new ordinary shares to InVivo Group; - the value of a new ordinary share of 2MX Organic for the determination of the exchange ratio will be € 10.00; - the contemplated Business Combination is subject to the following conditions precedent (i) InVivo Group obtaining a waiver from the AMF of the obligation to file a mandatory public offer in accordance with Article 234-9 of the AMF General Regulations, as InVivo Group holds, through the simple mechanism of the contribution in kind of the InVivo Group more than 30% of the capital and voting rights of 2MX Organic, (ii) the approval by the AMF of a draft prospectus relating to the application for admission to trading on the professional segment of Euronext Paris of the new ordinary shares to be issued by 2MX Organic as consideration for the contribution, (iii) the...
Sample 1

Related to Qualified Majority

  • Majority in Interest For so long as any obligations remain outstanding on the Notes, Majority in Interest shall mean Lenders who hold not less than sixty-five percent (65%) of the outstanding principal amount of the Notes.

  • Control by Majority Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

  • Disinterested Directors AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board;(b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.

  • Majority Control Except as expressly provided herein, any action that may be taken by the Certificateholders under this Trust Agreement may be taken by the Holders of Certificates evidencing not less than a majority Percentage Interest of the Certificates. Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Trust Agreement shall be effective if signed by Holders of Certificates evidencing not less than a majority Percentage Interest of the Certificates at the time of the delivery of such notice.

  • Super-Majority Amendments Notwithstanding Section 9.1, any alteration or amendment to this ‎Section 9.2 or Section 5.2 that (i) affects the Members disproportionately or (ii) materially and adversely affects the rights of the Members, will require the affirmative vote or consent of the Manager and the holders of Outstanding Common Shares of the Company representing at least two-thirds of the total votes that may be cast by all such Outstanding Common Shares, voting together as a single class.

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Resignation from Board of Directors If the Executive is a director of the Post-Transaction Corporation or any of its Affiliates and his status as an officer and employee is terminated for any reason other than death, the Executive will, if requested by the Post-Transaction Corporation, immediately resign as a director of the Post-Transaction Corporation and its Affiliates. If such resignation is not received within 20 business days after the Executive actually receives written notice from the Post-Transaction Corporation requesting the resignation, the Executive will forfeit any right to receive any payments pursuant to this Agreement.

  • Interested Directors No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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