Requisite Majority Sample Clauses

Requisite Majority. The holders of at least 90%, in the aggregate, of the Olympus Ordinary Shares and the Olympus A Shares, taken together, shall have duly executed this Agreement or duly executed and delivered an accession deed (in the form set out in Exhibit M) thereby agreeing to sell all such shares held by them in accordance with the terms of this Agreement and their obligations to do so remaining in full force and effect.
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Requisite Majority. If they fail to agree on such appraiser, then each of the Company and such Requisite Majority shall promptly engage a nationally or internationally recognized investment banking firm, certified public accounting firm or business appraisal firm not providing services to the Company or such holders of Bridge Notes (as defined in the Note) at the time of the engagement to determine such fair market value within a 30-day period. If the higher appraisal is no more than 10% greater than the lower appraisal, the average of the appraisals will be deemed to be the fair market value of such securities. If the higher appraisal is more than 10% greater than the lower appraisal, the Company and such holders agree to negotiate in good faith for an additional 15 days to determine such fair market value. If at the end of such 15-day period, the parties are unable to reach agreement with respect to a mutually acceptable fair market value, then the two appraisers shall promptly thereafter select a third appraiser not providing services to the Company or such holders at the time of the engagement to complete an appraisal within 30 days. The average of the two closest appraisals shall be the fair market value and shall be binding on the Company and all holders of Bridge Notes. The cost of any such appraisers would be shared equally among the Company, on the one hand, and such holders of Bridge Notes, on the other hand. Notwithstanding the foregoing, if this Warrant is automatically exercised pursuant to Section 7 upon an IPO, the Market Price shall mean the price to the public in such IPO.
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Requisite Majority. The Shareholders shall determine all matters by way of simple majority unless otherwise provided for herein or required by any law or regulation applicable to the Company, in which case the matter shall be determined in the manner so provided for or required by such applicable law or regulation; provided, that all actions by Shareholders shall require the affirmative vote of Party A and Party B. The chairman of the meeting shall not have a second or casting vote. A resolution in writing signed by the authorised representative(s) of all Shareholders or by signed facsimile of their signatures shall be valid and effective for all purposes as if passed at a duly convened meeting of the Shareholders. Any such resolution may consist of one or several documents in like form, each signed or authenticated for and on behalf of one or more of the Shareholders.
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Requisite Majority. The Forbearing Noteholders constitute both the Series 2013-A Required Noteholders and the Required Controlling Class Series 2013-A Noteholders (and therefore, the Required Series Noteholders with respect to the Series 2013-A Notes).
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Requisite Majority. Where no voting majority is specified in this Agreement in respect of any discretion conferred on the Security Trustee or any decision to be made or discretion to be exercised or action taken (or not taken) by the Security Trustee, then the Required Secured Parties shall be the requisite voting majority.
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Related to Requisite 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.

  • 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.

  • Majority Banks Where this Agreement or any other Security Document provides for any matter to be determined by reference to the opinion of the Majority Banks or to be subject to the consent or request of the Majority Banks or for any action to be taken on the instructions in writing of the Majority Banks, such opinion, consent, request or instructions shall (as between the Banks) only be regarded as having been validly given or issued by the Majority Banks if all the Banks shall have received prior notice of the matter on which such opinion, consent, request or instructions are required to be obtained and the relevant majority of such Banks shall have given or issued such opinion, consent, request or instructions but so that (as between the Borrowers and the Banks) the Borrowers shall be entitled (and bound) to assume that such notice shall have been duly received by each relevant Bank and that the relevant majority shall have been obtained to constitute Majority Banks whether or not this is in fact the case.

  • Majority Lenders Notwithstanding the foregoing, this Section 8.1 shall not affect the provisions of Section 4.4, “Waivers of Covenants”, or Article 6, “Events of Default”.

  • Requisite Action All requisite action (corporate, trust, partnership or otherwise) has been taken by Seller in connection with entering into this Agreement and the instruments referenced herein and the consummation of the transactions contemplated hereby. No consent of any partner, shareholder, member, creditor, investor, judicial or administrative body, authority or other party is required which has not been obtained to permit Seller to enter into this Agreement and consummate the transaction contemplated hereby.

  • 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.

  • Unanimous Consent Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following:

  • Acts of Certificateholders; Majority Control (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Owner Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Article VI) conclusive in favor of the Owner Trustee and the Issuer, if made in the manner provided in this Section 4.5.

  • Control by Board of Directors Any management or supervisory activities undertaken by the Advisor pursuant to this Agreement, as well as any other activities undertaken by the Advisor on behalf of the Fund pursuant thereto, shall at all times be subject to any applicable directives of the Board of Directors of the Fund.

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