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 majority vote of a duly authorized committee having authority over the matter in question or by a majority of the remaining members of the Board of Directors, not counting Executive, then serving.
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 Bank’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
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 Company and the Stockholders shall each cause the following procedures to be followed by the Board:
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. Any action taken or determination made by the Board of Directors under or with respect to this Agreement must be approved by a majority vote of a quorum of disinterested Directors of the Company; provided that (if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested Directors so directs) any such action or determination may be approved by independent legal counsel duly appointed by the affirmative vote of a majority of a quorum of disinterested Directors.
Action by Board of Directors. Vacancies in the Board of Directors, ---------------------------- except for a vacancy created by the removal of a director, may be filled by a majority of the remaining directors, although less than a quorum, or by a sole remaining director, and each director so elected shall hold office until a successor is elected at an annual or a special meeting of the shareholders. A vacancy in the Board of Directors created by the removal of a director may be filled only by the vote of majority of the shares represented and voting at a duly held meeting at which a quorum is present, or by the written consent of the holders of a majority of the outstanding shares.
Action by Board of Directors. 19 11.5 Expenses and Compensation of Board of Directors............................................. 21 11.6 Restrictions on Authority of Board of Directors............................................. 21 11.7
