Majority Board Approval Sample Clauses

Majority Board Approval. In addition to the required Stockholder approval as set forth in the Amended and Restated Certificate of Incorporation, the following actions by the Company, or any of its subsidiaries, shall require obtaining the affirmative vote of a majority of the members of the Board of Directors (or with regard to Section 6.1(v), a majority of the members of the Compensation Committee of the Board): (i) adoption of the annual budgets; (ii) acquisition, transfer, disposal or pledging of any asset worth more than $100,000 not provided for in the annual budget; (iii) any commitment not provided for in the annual budget of the Company, including any guarantee, pledge or other security in excess of $100,000; (iv) acquisition, transfer or subscription of any interest by the Company or any of its subsidiaries in any other company, group or entity; setting up of any subsidiary or transfer or pledge by the same not provided for in the budget; (v) determination of the conditions upon which stock options will be granted to the employees or managers of the Company or any of its subsidiaries; (vi) distribution of dividends; (vii) appointment of a new auditor; (viii) appointment of any senior manager whose annual gross compensation exceeds $150,000; (ix) any decision to amend the Transaction Agreements (as defined in the Series I Preferred Agreement); (x) any agreement between the Company or any of its subsidiaries and any of the Company’s stockholders, officers, or managers (directly or indirectly); (xi) any proposal relating to the listing of the shares of the Company or any of its subsidiaries; (xii) any decision that would increase or decrease the numbers of authorized or issued shares of the Company; (xiii) subject to Section 6.3 below, any Company Acquisition or other merger, contribution of all or part of the Company’s or any of its subsidiaries’ assets, stock split or capital reduction; (xiv) the designation of an investment bank pursuant to Section 6.3 of this Agreement; or (xv) any commitment of the Company or any of its subsidiaries, of any nature whatsoever, not specifically provided for in the budget of the Company and the amount of which individually or in the aggregate would exceed annually $100,000.

Majority Board Approval. Without limiting the generality of Section 6.01(a) and subject to Section 6.11 regarding Conflict Activities, prior to a Public Offering, the affirmative vote or written consent of the Managers representing a majority of the Effective Votes, including at least one vote from a Designated Manager, shall be required for each of the following actions to be taken by the Company or any member of the Company Group or by any Officer (notwithstanding the authority granted to any Officer pursuant to Section 6.10): (i) the appointment, termination or removal by the Company of any Officer; (ii) subject to Section 6.01(d)(iv), approving or making material modifications of the compensation payable to any individual or adopting or amending any employee compensation, benefit or incentive plan; (iii) subject to Member approval pursuant to Section 6.01(b)(vii), any issuance of Additional Company Securities by the Company (other than those issued pursuant to the exercise of a Warrant); (iv) any determination of Available Cash or, subject to Member approval pursuant to Section 6.01(b)(v), if so required, any distribution by the Company; (v) subject to Section 7.05(d), determining Fair Market Value for any purpose under this Agreement; (vi) [subject to Section 6.01(d)(vi),] any incurrence by the Company of indebtedness for borrowed money, other than indebtedness issued or contemplated to be issued on the Effective Date; (vii) subject to Section 6.01(d)(v), any disposition of assets of the Company and its Subsidiaries, other than with respect to the disposition of worthless or obsolete assets or the disposition of assets in any 12 month period that, in the aggregate, does not exceed $1,000,000; (viii) any reorganization, recapitalization, consolidation, merger or similar transaction of the Company, other than a Liquidity Event; (ix) any sale of all of the outstanding Units of the Company pursuant to (x) the approval of any material contract to be entered into after the Effective Date with a term of more than 12 months (other than any contract that may be terminated by the Company on not more than 90 days’ notice without penalty) or involving expected payments by the Company of more than $[ ] in the aggregate (other than payments for obligations as set forth in an approved annual budget), and any non-ministerial amendment to any such contract; (xi) any voluntary encumbrance of any Company properties or assets to secure any debt and/or other obligations of the Company (other than...

Majority Board Approval. Except as otherwise provided in this Agreement, the following actions shall require the approval of, and shall be authorized upon obtaining the approval of, a majority of all the Managers of the Board (and to the extent any such provision below applies to any of the Company’s subsidiaries, the Company shall ensure that no such action is taken by any such subsidiary without such approval): (1) Entering, or causing any subsidiary of the Company to enter, into a new line of business requiring investment over $500,000 up to $2,000,000 in the aggregate or exiting or materially changing a current line of business of the Company or any of its subsidiaries, subject to Sections 7.7(b)(13) and 7.7(i) and except to the extent otherwise required by a Company-Related SRO to fulfill its regulatory functions or responsibilities or to oversee the structure of the market that such Company-Related SRO regulates as determined by the board of such Company-Related SRO; (2) Entering, or causing any subsidiary of the Company to enter, into contractual arrangements over $1,000,000 (but less than or equal to $2 million), except to the extent otherwise required by a Company- Related SRO to fulfill its regulatory functions or responsibilities or to oversee the structure of the market that such Company-Related SRO regulates as determined by the board of such Company- Related SRO; (3) Entering, or causing any subsidiary of the Company to enter, into partnerships, joint ventures or similar transactions or arrangements involving investment by the Company or such subsidiary of the Company of over $1,000,000 (but less than or equal to $2,000,000), individually or in the aggregate; (4) Incurring, or causing any subsidiary of the Company to incur, debt, including any guarantee of debt, over $500,000 (but less than or equal to $2,000,000), individually or in the aggregate, except to the extent otherwise required by a Company-Related SRO to fulfill its regulatory functions or responsibilities or to oversee the structure of the market that such Company-Related SRO regulates as determined by the board of such Company-Related SRO; (5) Making, or causing any subsidiary of the Company to make, any unbudgeted capital expenditures over $500,000 (but less than or equal to $2,000,000), individually or in the aggregate, except to the extent otherwise required by a Company-Related SRO to fulfill its regulatory functions or responsibilities or to oversee the structure of the market that such Company-Rela...

Majority Board Approval. The Company shall not, without the approval of a majority of the whole Board: (a) consummate a Qualified IPO; (b) authorize, create, issue or sell (whether by amendment to the Company’s Memorandum of Association or Articles of Association, by contract, or otherwise) any share capital or other equity of the Company (including but not limited to any security convertible into or exercisable for any equity security of the Company); (c) remove any executive officer; or (d) agree or commit to any of the foregoing.