Director Voting Clause Samples

Director Voting. Each Director shall be entitled to cast one (1) vote with respect to each matter brought before the Board for vote. Any action of the General Partner under this Agreement or the LP Agreement shall require the affirmative vote of the Board or a duly authorized committee thereof acting pursuant to the terms of this Section 5.1. The approval of a majority of the Board shall be required in connection with each matter brought before the Board for vote. Except as otherwise provided in Section 5.3, a majority of the Board shall be required to approve any matter on which the Company in its capacity as a shareholder of Laureate is required to vote (e.g., an election of directors on the Laureate Board). (i) The following actions to be taken by the General Partner or the Company (and any Subsidiary of the Company other than Laureate and its Subsidiaries) shall require the approval of at least sixty-six and two-thirds percent (66 2/3%) of the Directors: (A) any acquisition, whether by merger, stock acquisition, asset purchase or otherwise, of assets, securities, Persons or other investment involving consideration (including any contingent consideration and any consideration tied to subsequent related acquisition or other transactions) with a value in excess of $25,000,000; (B) any sale, lease, spin-off or other disposition of assets, securities, or Persons involving consideration (including any contingent consideration and any consideration tied to subsequent related dispositions or other transactions); (C) except as provided in Section 9.2(d) of the LP Agreement, any liquidation, dissolution, winding-up, recapitalization, reorganization, merger, consolidation or similar transaction, but in each case, only in accordance with the LP Agreement; (D) the issuance of equity securities except as otherwise contemplated by the Executive Interest Subscription Agreement and the Advisor Interest Subscription Agreement; (E) the declaration and/or payment of dividends, distributions and other payments to equityholders except as otherwise contemplated by this Agreement, the Executive Interest Subscription Agreement and the Advisor Interest Subscription Agreement and except as contemplated by Section 9.2(d) of the LP Agreement; (F) the Company (x) pursuant to or in the meaning of any Bankruptcy Law: (1) commencing a voluntary case; (2) consenting to the entry of any order for relief against it in an involuntary case; (3) consenting to the appointment of a Custodian of it; or (4) mak...

Director Voting powers Wherever possible a unanimous decision will be sought, thereafter decisions will be reached by majority. If voting is still tied the casting vote will rest with the local authority directors who are present.

Director Voting. At the first annual meeting of shareholders following the date that the Holders have received approval from the OTS of their Change in Control application and the Holders beneficially own 25% or more of the total outstanding

Director Voting. 53 SECTION 5.21 Dividends................................................................................53 SECTION 5.22 Non-Compete Agreements...................................................................53 SECTION 5.23 Pooling of Interests Accounting Treatment................................................53 SECTION 5.24

Director Voting. CBG shall on the date of execution of this Agreement, or as soon as practicable thereafter, obtain an agreement from each of its directors substantially in the form set forth in Exhibit A.

Director Voting. Pacific shall use its best efforts to have each of its directors agree to vote, or cause to be voted, all shares of Pacific Common Stock beneficially owned by them at the Pacific Shareholders' Meeting in favor of the Merger. Subject to such directors' fiduciary duties, each such director shall execute such documents as are reasonably necessary to evidence their determination to vote their shares of Pacific Common Stock in favor of the Merger at the Pacific Shareholders' Meeting.

Director Voting. SBB shall use its best efforts to have each of its directors agree to vote, or cause to be voted, all shares of SBB Common Stock beneficially owned by them at the SBB Shareholders' Meeting in favor of the Merger. Subject to such directors' fiduciary duties, each such director shall execute such documents as are reasonably necessary to evidence their determination to vote their shares of SBB Common Stock in favor of the Merger at the SBB Shareholders' Meeting.

Director Voting. Each Director present at a meeting of the Board shall have one (1) vote on each motion arising. Motions arising at meetings of the Board shall be decided by a majority vote. In the event of an equality of votes on any question at a meeting of the Board, the chair of the meeting shall not be entitled to a second or casting vote.

Director Voting. Each Director shall have one vote on each matter presented to the Board for action. No Director may vote by proxy. Director voting shall not be conducted by email except as set forth in Section 12 of this Article.