Common use of Director Voting Clause in Contracts

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) making a general assignment for the benefit of its creditors; or (y) taking, under any foreign laws relating to insolvency, any action comparable to the actions set forth in clause (x); (G) the incurrence of indebtedness; (H) any change in the fiscal year of the Company; and (I) the engagement of the Company in new activities not incidental or ancillary to owning, managing and disposing of Laureate or Santa Fe or to operating any other line of business previously approved pursuant to this clause. (ii) The following action to be taken by the General Partner shall require the approval of at least sixty-six and two-thirds percent (66 2/3%) of the Directors: (A) An increase or decrease in the size of the Board.