Requirements for Board Action Clause Samples

Requirements for Board Action. (a) Except as provided in this Agreement or required by the laws of Delaware, all actions taken by the Board shall require the affirmative vote of a Simple Majority of the Directors present at a meeting which has been duly called and at which a quorum was present at the time such vote was taken. A quorum of the Board (without which a vote of the Board on any matter may not be held) will consist of at least a majority of the Directors then serving on the Board; provided, that the Sprint Designees and the Virgin Designees, respectively, shall have the right to cause the Board to postpone any such meeting for a period of up to seven (7) days from the time such meeting was originally scheduled; provided, further, that neither the Sprint Designees nor the Virgin Designees shall have the right to cause the Board to postpone any such meeting more than one time. The CEO Designee shall be responsible for proposing matters to the Board for its consideration, provided, that any Director may pose matters to the Board for its consideration. (b) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1, the following actions shall require the affirmative vote of a Supermajority of Directors: (i) the dissolution, liquidation or bankruptcy of the Company; (ii) the creation or issuance of any debt or creation or issuance of any equity securities of the Company or its subsidiaries other than (a) any issuance of Equity Securities in connection with employment or director arrangements with the Company pursuant to any employee benefit plan of the Company adopted by the Board; (b) any issuance of securities in connection with the right of any holder of partnership units in the Operating Partnership, pursuant to the terms of the Charter and the Limited Partnership Agreement, to exchange such partnership units for shares of Common Stock; (c) any issuance of securities to holders of Class C common stock of the Company, in connection with the right of such holders, pursuant to the terms of the Charter, to convert their shares of Class C common stock of the Company into shares of Common Stock; and (d) any issuance of securities in accordance with the Tax Receivable Agreement; (iii) amending the By-laws of the Company; (iv) changing the size of the Board; (v) the incurrence by the Company or any of its subsidiaries of indebtedness in an amount in excess of $50,000,000 or entering into or amending any agreement pursuant to which the Compan...
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Requirements for Board Action. (a) Except as provided in this Agreement or required by the laws of Delaware, all actions taken by the Board shall require the affirmative vote of a Simple Majority of the Directors present at a meeting which has been duly called and at which a quorum was present at the time such vote was taken. A quorum of the Board (without which a vote of the Board on any matter may not be held) will consist of at least a majority of the Directors then serving on the Board; provided, that the Sprint Designees, the Virgin Designees and the SK Telecom Designees, respectively, shall have the right to cause the Board to postpone any such meeting for a period of up to seven (7) days from the time such meeting was originally scheduled; provided, further, that none of the Sprint Designees, the Virgin Designees and the SK Designees shall have the right to cause the Board to postpone any such meeting more than one time. The CEO Designee shall be responsible for proposing matters to the Board for its consideration, provided, that any Director may pose matters to the Board for its consideration. (b) As long as any Stockholder has the right to designate at least one (1) Director pursuant to Section 2.1, the following actions shall require the affirmative vote of a Supermajority of Directors: (i) the dissolution, liquidation or bankruptcy of the Company; (ii) the creation or issuance of any debt or creation or issuance of any equity securities of the Company or its subsidiaries other than (a) any issuance of Equity Securities in connection with employment or director arrangements with the Company pursuant to any employee benefit plan of the Company adopted by the Board; (b) any issuance of securities in connection with the right of any holder of partnership units in the Operating Partnership, pursuant to the terms of the Charter and the Limited Partnership Agreement, to exchange such partnership units for shares of Common Stock; (c) any issuance of securities to holders of Class C common stock of the Company, in connection with the right of such holders, pursuant to the terms of the Charter, to convert their shares of Class C common stock of the Company into shares of Common Stock; and (d) any issuance of securities in accordance with the Tax Receivable Agreement; (iii) amending the By-laws of the Company; (iv) changing the size of the Board; (v) the incurrence by the Company or any of its subsidiaries of indebtedness in an amount in excess of $50,000,000 or entering into or amendin...
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Requirements for Board Action the unanimous written consent of all Directors (excluding Directors appointed by any Defaulting Shareholder) or the approval of a majority of all Directors present or represented and entitled to vote on such actions at a meeting which has been duly called and at which a quorum was present at the time such vote was taken. (b) The following actions shall require the unanimous written consent of all Directors or the approval of at least 75% of the Directors present or represented and entitled to vote on such actions at a meeting which has been duly called and at which a quorum was present at the time such vote was taken ("Supermajority Board Approval"), which the Shareholders agree and acknowledge constitute matters outside the ordinary course of the Company's business: (i) subject to the provisions of Section 7.4, the merger or consolidation of the Company with or into any other Person or of any Person other than a Subsidiary of the Company, with or into the Company, the sale of all or substantially all of the assets of the Company or any material Subsidiary, the dissolution, liquidation, reorganization or recapitalization of the Company or any similar extraordinary corporate action or transaction involving the Company; (ii) the incurrence of indebtedness by the Company or any of its Subsidiaries in excess of $100 million in aggregate principal amount, other than indebtedness originally incurred pursuant to the Construction Financing; (iii) refinancing of any indebtedness of the Company or any of its Subsidiaries in excess of $100 million in outstanding principal amount; (iv) a fundamental change to the Company's business plan or Construction Budget, or a change in the Company's marketing plan if such change would result in a plan that is not a market-based, arms length pricing plan; (v) the approval of any Operating Budget for any Operating Year in which the aggregate amount of costs budgeted to be incurred by the Company is greater by 30% or more than the aggregate amount of costs that were budgeted to be incurred by the Company in the Operating Budget for the preceding Operating Year; (vi) the execution, material amendment or termination of any material System Contract or any other agreement or agreements involving more than $50,000,000 (in each case which is not an Intercompany Agreement or a Capacity Purchase Agreement) or the material amendment or material extension of the foregoing prior to the end of its stated term; (vii) sales of assets by the Comp...
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Related to Requirements for Board Action

  • Board Actions Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take such other actions as are reasonably necessary and appropriate (including using reasonable best efforts to obtain any required consents) to effect the transactions described in this Section 2.4.

  • Board Action When a conflict of interest is relevant to a matter requiring action by the Board of Directors/Trustees or other governing body, the Board member or other governing person, officer, employee, or agent (person(s)) must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the Board and members of committees with governing board delegated powers considering the possible conflict of interest. After disclosure of all material facts, and after any discussion with the person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. In addition, the person(s) shall not participate in the final deliberation or decision regarding the matter under consideration and shall leave the meeting during the discussion of and vote of the Board of Directors/Trustees or other governing body.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.

  • Determinations and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.