Action by Board of Directors. Prior to the Effective Time, the Board of Directors of Parent, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretative guidance of the SEC so that (i) the assumption of Company Stock Options by Company Insiders (as defined below) pursuant to this Agreement, and (ii) the receipt by Company Insiders of Parent Common Stock in exchange for Company Common Stock pursuant to the Merger, shall in each case be an exempt transaction for purposes of Section 16 of the Exchange Act by any officer or director of Company who may become a covered person of Parent for purposes of Section 16 of the Exchange Act (a "Company Insider").
Action by Board of Directors. Any action required by the Company’s Board of Directors under this Agreement may be taken by the affirmative vote of a majority of the members of the Board, or of a duly authorized committee having authority over the matter in question, present at a meeting thereof, not counting Executive; provided that termination for “Cause” pursuant to Section 6(a) shall require the approval of two-thirds of the members of the Board of Directors present at a meeting thereof, not counting Executive.
Action by Board of Directors. Prior to the Effective Time, the board of directors of each of Phone and Xxxxxxxx.xxx shall comply as applicable with the provisions of the SEC's no- action letter dated January 12, 1999, addressed to Skadden, Arps, Slate, Xxxxxxx and Xxxx LLP relating to Rule 16b of the Exchange Act.
Action by Board of Directors. The Association’s Board of Directors may terminate the Executive’s employment at any time, but any termination by the Board of Directors, other than termination for Cause, shall not prejudice the Executive’s right to compensation or other benefits under this Agreement. The Executive shall have no right to receive compensation or other benefits, excepting only Vested Benefits described in Section 9(a) hereof, for any period after termination for Cause. For the purposes of this Agreement, “Cause” shall mean (i) the willful failure by the Executive to perform his duties hereunder, other than any such failure resulting from the Executive’s incapacity due to physical or mental impairment; (ii) the commission by the Executive of an act involving moral turpitude in the course of his employment with the Association; (iii) any act of personal dishonesty by the Executive; (iv)
Action by Board of Directors. The Board of Directors of SSG will not vote to approve or recommend or otherwise take any action with respect to the matter which is the subject of the memorandum to the Board of Directors referred to in item (h) of Schedule 3.7.
Action by Board of Directors. The Company and the Stockholders shall each cause the following procedures to be followed by the Board:
Action by Board of Directors. If the Company delivers the Section 16 Information (as defined in this Section 5.17) to Parent at least 10 days prior to the Effective Time, then, prior to the Effective Time, the Board of Directors of Parent, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretative guidance of the SEC so that (i) the assumption of the Company Options held by Company Insiders (as defined hereinafter) in the Merger, and (ii) the receipt by Company Insiders of Parent Common Stock in exchange for Company Common Stock pursuant to the Merger, shall in each case be an exempt transaction for purposes of Section 16 of the Exchange Act. For purposes of this Section 5.17, (1) "COMPANY INSIDER" shall mean any officer or director of the Company who may become a covered person of Parent for purposes of Section 16 of the Exchange Act and (2)
Action by Board of Directors. The Board of Directors may also terminate the Plan, or modify or amend the Plan in such respects as it shall deem advisable in order to conform to any changes in law or regulation applicable thereto, or in other respects; provided, however, that the Board of Directors may not, without further approval by the shareholders of the Company:
Action by Board of Directors. (a) Within ten (10) days after receipt of a notice of designation of a director pursuant to Section 1 of this Addendum, the Company must hold a duly called meeting of directors to consider and act upon the appointment of the designee as a director. The directors must vote to appoint the designee of Charter Venture a director of the Company, unless in their good faith opinion after reasonable investigation, the appointment of the designee would be opposed to the best interests of the Company.
Action by Board of Directors. The Board or the Committee, as the case may be, may, at any time, suspend or terminate the Plan or make such changes in or amendments, subject to the approval, if required, by the Office of the Comptroller of the Currency prior to implementation thereof, to the Plan as the Board may deem necessary, desirable or advisable; provided, however, that, except as provided in Section 11 hereof, neither the Board nor the Committee may, without the requisite approval of the shareholders of the Bank, (i) increase the aggregate number of shares of Common Stock subject to the Plan, (ii) change the designation of the class of employees of the Company eligible to receive stock options under the Plan, (iii) materially increase the benefits accruing to Participants under the Plan or (iv) take any action that would cause incentive stock options issued under the Plan to fail to meet the requirements of Section 422A of the Code.
