Supermajority of the Voting Power Clause Samples

Supermajority of the Voting Power. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not take (or, with respect to any Subsidiary of the Company, approve or cause to occur) any of the following actions without the approval of the Supermajority of the Voting Power: (i) make any distributions or other payments to the Members other than in accordance with the terms of this Agreement and the Services Agreement; (ii) redeem or repurchase any Units or other Interest; (iii) engage in any activities or make any investment other than as permitted under Section 1.6(a) and Section 1.6(b), including without limitation any activity authorized pursuant to Section 1.6(c), or otherwise take any action outside of the Company’s purpose as set forth in Section 1.6(a) and Section 1.6(b); (iv) increase any Member’s Capital Commitment (subject to the consent of any Member whose Capital Commitment is increased); (v) engage in any transactions with any Member, Director, officer, employee or other Affiliate of the Company, or their respective Affiliates, except (A) pursuant to a written employment agreement with such person, (B) this Agreement, (C) the Participation Agreement; (D) the Management Services Agreement; (E) the Contract Operating Agreement, (F) for reimbursement of reasonable business expenses of employees or contractors incurred in the ordinary course of the Company’s business, and (G) for payment of a portion of Carbon’s general and administrative expenses in accordance with Section 2.7; (vi) any amendment to the Company’s organizational documents that adversely affects in any material respect the rights of Carbon with respect to its Class A Units or Class C Units in a manner disproportionate to the rights of the other Class A Members or Class C Members or adversely affects the economic rights of the Class B Units to receive distributions relative to the Class A Units or Class C Units; (vii) except in connection with a Liquidity Event approved as provided in Section 6.5 or a Third Party Sale pursuant to Section 6.6, authorize or effect any Internal Restructure, Liquidity Event or other consolidation of the Company with another Person or any merger of the Company with or into another Person; (viii) except in connection with a Liquidity Event approved as provided in Section 6.5, authorize or effect the sale of all or substantially all of the Company’s assets in a single or series of related transactions, including in connection with a liquidation of the Company; or ...
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Related to Supermajority of the Voting Power

  • Shareholders Voting Powers and Meeting Voting Powers ------------- Section 1. The Shareholders shall have power to vote only (a) for the election of Trustees as provided in Article IV, Section 1, (b) with respect to any Manager as provided in Article IV, Section 6, (c) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (d) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7, (e) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (f) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series, except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series, and (b) when the Trustees have determined that the matter affects only the interests of one or more series, then only Shareholders of such series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws, to be taken by Shareholders. Voting Power and Meetings ------------------------- Section 2. Meetings of Shareholders of the Trust or of any series may be called by the Trustees or such other person or persons as may be specified in the Bylaws, and held from time to time for the purpose of taking action upon any matter requiring the vote or the authority of the Shareholders of the Trust or of any series as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Meetings of Shareholders of the Trust or of any series shall be called by the Trustees or such other person or persons as may be specified in the Bylaws upon written application by Shareholders holding at least 10% of the outstanding Shares of the Trust, if Shareholders of all series are required hereunder to vote in the aggregate and not by individual series at such meeting, or of any series, if Shareholders of such series are entitled hereunder to vote by individual series at such meeting, requesting that a meeting be called for a purpose requiring action by the Shareholders as provided herein or in the Bylaws. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by mailing such notice at least twenty days before such meeting, postage prepaid, stating the time, place and purpose of the meeting, to each Shareholder at the Shareholder's address as it appears on the records of the Trust. Quorum and Required Vote ------------------------ Section 3. Thirty percent (30%) of the Shares entitled to vote shall be a quorum for the transaction of business at a Shareholders' meeting, except that where any provision of law or of this Declaration of Trust permits or requires that holders of any series shall vote as a series, then 30% of the aggregate number of Shares of that series entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Except when a larger vote is required by any provision of this Declaration of Trust or the Bylaws, a majority of the Shares voted shall decide any questions, and a plurality shall elect a Trustee; provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of any series shall vote as a series, then a majority of the Shares of that series voted on the matter shall decide that matter insofar as that series is concerned. Action by Written Consent ------------------------- Section 4. Any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of this Declaration of Trust or the Bylaws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

  • Shareholders Voting Powers and Meetings The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent provided in Section 4.1, (ii) with respect to such additional matters relating to the Trust as may be required by federal law including the 1940 Act, or any registration of the Trust with the Commission (or any successor agency) or any state and (iii) as the Trustees may otherwise consider necessary or desirable in their sole discretion. Provisions relating to meetings, quorum, required vote, record date and other matters relating to Shareholder voting rights are as provided in the By-Laws.

  • Voting Powers Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 2, (iii) with respect to any Manager as provided in Article IV, Section 6, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (v) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 8, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to series or classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more series or classes of Shares materially differently, Shares shall be voted by individual series or class; and (2) when the Trustees have determined that the matter affects only the interests of one or more series or classes, only Shareholders of such series or classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and, in the case of a challenge by any person other than the Trust, the burden of proving invalidity shall rest on the challenger. Until Shares of any series or class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such series or class.

  • Voting Power The Stockholder has full voting power, with respect to the Subject Shares, and full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Subject Shares. None of the Subject Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Subject Shares, except as provided hereunder.

  • Parent Vote Immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub and the Company a written consent approving the Merger in accordance with the DGCL.