Supermajority Approval Required Clause Samples

Supermajority Approval Required. The following actions require the approval of at least one International Director and one Monaco Director: (i) approval of any new Business Plan or material modification of an existing Business Plan (for this purpose, any change by $50,000 or more during any Fiscal Year of any line item in the budget that is included in the Business Plan shall constitute a material modification of the Business Plan); (ii) to the extent not provided for in any Business Plan, the approval of: a. any capital and other expenditures in excess of $50,000; b. any acquisition or lease of real property in excess of $50,000, including the exercise of extension options under the Lease; c. the incurrence of debt, borrowings, guarantees or indemnities in excess of $50,000; d. any pledge or encumbrance of assets in excess of $50,000; e. the extension of credit in excess of $50,000, other than trade receivables in the ordinary course of business; f. the sale of assets of the Company in excess of $50,000, or otherwise outside the ordinary course of business; g. engaging in any single transaction outside of the ordinary course of business involving aggregate consideration in excess of $50,000; or (iii) any material change in product designs, programs or offerings; (iv) any increase in (or material change in the terms of) the funding obligations of any Member (whether in the form of capital contributions, loans, guarantees or otherwise); (v) any change in the distribution strategy of the Company or the distribution rights of the Members set forth in this Agreement, including any determination pursuant to Section 4.5(a); (vi) the entry by the Company into new markets or businesses; (vii) any issuance of additional Units; (viii) (A) the establishment of a subsidiary, (B) the acquisition of assets or shares of any other Person in excess of $100,000 in any single transaction or series of related transactions, other than inventory purchased in the ordinary course of business, (C) entering into any joint venture, collaboration or similar arrangement, (D) the acquisition of an interest in any entity or (E) the making of loans to any Person. (ix) appointment and removal of key officers, other than the Manufacturing Manager; (x) any change in the compensation of officers or employees of the Company, other than increases in the compensation of employees in the ordinary course of business as contemplated by the Business Plan; (xi) entry into or material change in the terms of any transaction or agreem...
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Related to Supermajority Approval Required

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

  • Approval Required This Agreement shall not become effective or binding until approved by the City of Meridian.

  • Prior Approval Required Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

  • Board Approval; Vote Required (a) The BCAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

  • Approval/Non-Approval We will notify you whether your Application has been approved or denied within 14 days after the date we receive a completed Application. Notification may be in person or by mail or telephone unless you have requested that notification be by mail. You must not assume approval until you receive actual notice of approval. The 14-day time period may be changed only by separate written agreement.