Requisite Majority Clause Samples

The Requisite Majority clause defines the minimum level of approval or consent required from a group, such as shareholders, directors, or partners, for a decision to be valid. Typically, this clause specifies a percentage or proportion—such as a simple majority (over 50%) or a supermajority (such as two-thirds)—that must agree before certain actions can be taken, like amending bylaws or approving major transactions. By clearly establishing the threshold for decision-making, the clause ensures that significant actions reflect the collective will of the group and prevents a small minority from controlling important outcomes.
Requisite Majority. The holders of at least 90%, in the aggregate, of the Olympus Ordinary Shares and the Olympus A Shares, taken together, shall have duly executed this Agreement or duly executed and delivered an accession deed (in the form set out in Exhibit M) thereby agreeing to sell all such shares held by them in accordance with the terms of this Agreement and their obligations to do so remaining in full force and effect.
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Requisite Majority. If they fail to agree on such appraiser, then each of the Company and such Requisite Majority shall promptly engage a nationally or internationally recognized investment banking firm, certified public accounting firm or business appraisal firm not providing services to the Company or such holders of Bridge Notes (as defined in the Note) at the time of the engagement to determine such fair market value within a 30-day period. If the higher appraisal is no more than 10% greater than the lower appraisal, the average of the appraisals will be deemed to be the fair market value of such securities. If the higher appraisal is more than 10% greater than the lower appraisal, the Company and such holders agree to negotiate in good faith for an additional 15 days to determine such fair market value. If at the end of such 15-day period, the parties are unable to reach agreement with respect to a mutually acceptable fair market value, then the two appraisers shall promptly thereafter select a third appraiser not providing services to the Company or such holders at the time of the engagement to complete an appraisal within 30 days. The average of the two closest appraisals shall be the fair market value and shall be binding on the Company and all holders of Bridge Notes. The cost of any such appraisers would be shared equally among the Company, on the one hand, and such holders of Bridge Notes, on the other hand. Notwithstanding the foregoing, if this Warrant is automatically exercised pursuant to Section 7 upon an IPO, the Market Price shall mean the price to the public in such IPO.
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Requisite Majority. The Shareholders shall determine all matters by way of simple majority unless otherwise provided for herein or required by any law or regulation applicable to the Company, in which case the matter shall be determined in the manner so provided for or required by such applicable law or regulation; provided, that all actions by Shareholders shall require the affirmative vote of Party A and Party B. The chairman of the meeting shall not have a second or casting vote. A resolution in writing signed by the authorised representative(s) of all Shareholders or by signed facsimile of their signatures shall be valid and effective for all purposes as if passed at a duly convened meeting of the Shareholders. Any such resolution may consist of one or several documents in like form, each signed or authenticated for and on behalf of one or more of the Shareholders.
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Requisite Majority. Capital and Corporate Structure
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Requisite Majority. Company exceeding a Material Amount (other than to recover a loan due to a Group Company).
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Requisite Majority. The Forbearing Noteholders constitute both the Series 2013-A Required Noteholders and the Required Controlling Class Series 2013-A Noteholders (and therefore, the Required Series Noteholders with respect to the Series 2013-A Notes).
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Requisite Majority. Where no voting majority is specified in this Agreement in respect of any discretion conferred on the Security Trustee or any decision to be made or discretion to be exercised or action taken (or not taken) by the Security Trustee, then the Required Secured Parties shall be the requisite voting majority.
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Related to Requisite Majority

  • Control by Majority Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

  • Unanimous Consent Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following: (i) subject the Lenders to any additional obligations or increase the commitment of any Lender; (ii) reduce the principal of, or interest rates that have accrued or that will be charged on the outstanding principal amount of, the Loan; (iii) reduce the amount of any fees payable to the Lenders hereunder; (iv) postpone any date fixed for any payment of principal of, or interest on, the Loan (including, without limitation, the Maturity Date) or for the payment of fees or any other monetary Obligations of Borrower or Guarantor; (v) modify or amend the organizational documents of Borrower in any manner that could be reasonably expected to have a Material Adverse Effect; (vi) change the Pro Rata Shares; (vii) amend this Section or amend the definitions of the terms used in this Agreement or the other Loan Documents insofar as such definitions affect the substance of this Section; (viii) modify the definition of the term “Requisite Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof; (ix) release any Guarantor from its obligations under the Guaranty except as permitted, and in accordance with, the Loan Documents; (x) waive a Default under Section 11.1(a) or (b); (xi) release or dispose of any Collateral unless released or disposed of as permitted by, and in accordance with, the Loan Documents; or (xii) subordinate the lien of the Deed of Trust other than to a Permitted Easement. For the avoidance of doubt, the Administrative Agent shall have the sole right to approve, in its reasonable discretion, the subordination of the lien of any Deed of Trust to any Permitted Easement.