Supermajority Approval. The following actions shall require the affirmative vote of a supermajority of the Managers then serving, subject only to the requirements of Section 7.5 below:
Supermajority Approval. Notwithstanding Article 11.3(a), a minimum 75 percent vote total in accordance with Article 11.2 shall be required to approve any of the following: (i) the annual budget; (ii) any substantive amendment to the WMA GSP; (iii) addition of new Members pursuant to Article 6.2; (iv) establishment and levying of any fee, charge, or assessment; (v) adoption or amendment of the GSA Bylaws; (vi) regulation, limitation, or suspension of extractions from groundwater xxxxx; or (vii) issuance of bonds or other forms of indebtedness.
Supermajority Approval. The vote of five (5) GHS Directors and UHC Directors (“Supermajority Approval”) shall be required for the Company to take action on any of the following items: (i) approval of the sale, merger, stock exchange or consolidation of the Company or the sale of substantially all of its assets, (ii) approval of the voluntary dissolution or liquidation of the Company, (iii) authorization or issuance, or the obligation of the Company to issue, any Equity Interest, (iv) redemption, retirement or purchase of any Equity Interest (other than in accordance with Section 3.2), (v) declaration or payment of any distribution or dividend (except with respect to the Surplus Notes contemplated by Article II), (vi) the approval of any strategic decision (such as entering into a new service area) that would be reasonably expected to cause a reduction of the surplus of the Company below Minimum RBC or the security surplus requirement of the OCI, whichever is greater, (vii) approval of an Elective Contribution, (viii) DM_US 63780134-13.096210.0011 12 approval of any Transfer of Equity Interests by any Owner, (ix) the removal of the Independent Joint Director, and (x) removal and appointment of the Company’s principal officers.
Supermajority Approval. The vote of five (5) GHS Directors and UHC Directors (“Supermajority Approval”) shall be required for the Company to take action on any of the following items: (i) approval of the sale, merger, stock exchange or consolidation of the Company or the sale of substantially all of its assets, (ii) approval of the voluntary dissolution or liquidation of the Company, (iii) authorization or issuance, or the obligation of the Company to issue, any Equity Interest, (iv) redemption, retirement or purchase of any Equity Interest (other than in accordance with Section 3.2), (v) declaration or payment of any distribution or dividend (except with respect to any promissory note issued pursuant to Article II), (vi) approval of an Elective Contribution, (vii) approval of any Transfer of Equity Interests by any Owner, (viii) the removal of the Independent Joint Director, and (ix) removal and appointment of the Company’s principal officers.
Supermajority Approval. The vote of five (5) GHS Directors and UHC Directors (“Supermajority Approval”) shall be required for the Company to take action on any of the following items: (i) approval of the sale, merger, membership exchange or consolidation of the Company or the sale of substantially all of its assets, (ii) approval of the voluntary dissolution or liquidation of the Company, (iii) admission of any Person as a member (as defined in Section 181.0103 of the Wisconsin Statutes) of the Company or authorization or issuance, or the obligation of the Company to issue, any Membership Rights, (iv) redemption, retirement or purchase of any Membership Rights (other than in accordance with Section 3.2), (v) declaration or payment of any distribution (except with respect to the Surplus Notes contemplated by Article II), (vi) the approval of any strategic decision (such as entering into a new service area) that would be reasonably expected to cause a reduction of the surplus of the Company below Minimum RBC or the security surplus requirement of the OCI, whichever is greater, (vii) approval of an Elective Contribution, (viii) approval of any Transfer of Membership Rights by any Member, (ix) the appointment or removal of an Independent Director (or, alternatively, if
Supermajority Approval. The following actions shall require Supermajority Approval with respect to of the Managers then serving, subject only to the requirements of Section
Supermajority Approval. Notwithstanding any other provision of these Bylaws, from the effective date of this Article X until the Effective Time, the Board of Directors of the corporation shall not, without the approval of at least eight directors: (i) authorize the taking of any action on behalf of the corporation in connection with the Agreement, including, without limitation, action (A) to amend, terminate or enforce the Agreement; (B) to authorize any extension of time for the performance of any of the obligations or other acts of Parent or Merger Sub; (C) to waive the compliance with any covenant by Parent or Merger Sub or any condition to any obligation of the corporation or waive any right of the corporation under the Agreement; (D) to authorize a Change of Recommendation; (ii) authorize any action inconsistent with or in contravention of the Agreement, or any of the transactions contemplated thereby; (iii) change or remove any of the current or future financial and legal advisors to the Special Committee or the corporation or retain any new legal counsel for the corporation; (iv) change or remove any member of corporation’s senior management team, including but not limited to the Chief Executive Officer, the Chief Financial Officer, the Controller, L.X. Xxxx, Dxxxx Xxxxxxx, Jxxxx Xxxx or Txxxx Xxxxxxxx; (v) terminate or change the composition of, or terminate the existence of the following committees of the Board of Directors: the Special Committee, the audit committee, the compensation committee and the special stock option committee (provided that any action by the compensation committee or the special stock option committee shall be subject to further approval by the Board of Directors); (vi) amend, or propose to adopt amendments inconsistent or in contravention with, the charter documents of any committee to the Board of Directors; (vii) change or remove the corporation’s auditors; (viii) change the composition of the Special Committee or the number of directors of the corporation (ix) amend or repeal this Article X of the Bylaws, (x) change the date, time or place for the Stockholders’ Meeting or authorize or approve any adjournment of such meeting, or (xi) create, authorize or otherwise empower any new committee of the Board of Directors. The requirement of a supermajority vote for certain actions is not intended to limit the power of the Special Committee to take those actions to the extent that the power has been delegated to the Special Committee.
Supermajority Approval. Anything to the contrary in this Agreement notwithstanding, none of the following actions shall be undertaken without the prior written consent of Members holding not less than 80% of the Outstanding Interests (“Supermajority Interests”):
Supermajority Approval. Without the prior written consent or approval of Members holding eighty percent (80%) of the Units of the LLC the Managers of the LLC may not cause the LLC to:
Supermajority Approval. The Company shall not, and shall not permit any of its Subsidiaries to, take any of the following actions without first obtaining Board approval and the affirmative vote or written consent of Stockholders who Beneficially Own at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Common Stock held by all Stockholders:
