Action by Directors. (a) Except as set forth in Subsection (d) of this Section, any action required by this Agreement to be taken by the Directors shall require the agreement of not less than a majority of the Directors.
(b) Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding, no Member shall approve, nor shall the Company undertake (except as provided in the Securitization Agreements): (i) the incurrence or assumption on behalf of the Company, directly or indirectly, of any indebtedness; or (ii) the grant of a security interest of any nature whatsoever in the Company's assets.
(c) Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, to the fullest extent permitted by law, no Member shall cause or permit the Company to, nor shall the Company (for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding): (i) engage in any dissolution, liquidation, consolidation or merger (with or into any other business entity) or, except as provided in Section 3.1, sell all or substantially all of its assets; (ii) engage in any business activity not described in Section 3 above; or (iii) amend, modify, waive or terminate this Agreement or the Certificate (except as otherwise expressly provided in this Agreement).
(d) The Company may take the following actions only with the affirmative vote of the Member and unanimous affirmative vote of all members of the Board of Directors, including, without limitation, the affirmative vote of each of the Independent Directors; provided, however, that the Board of Directors may not vote on, or authorize the taking of, any of the following actions, unless there are two Independent Directors then serving in such capacity:
(i) make an assignment for the benefit of creditors;
(ii) file a voluntary petition in bankruptcy;
(iii) file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;
(iv) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company in any proceeding of the type described in subclauses (i) through (iii) of this Subsection (d);
(v) seek, consent to, or acquiesce in the appointment of a trustee, receiver or liquidator of the Company or of all or any substanti...
Action by Directors. Whenever any action hereunder or in connection with the Rights is required or permitted to be taken by the Directors of the Company, such action may be taken by the Executive Committee of the Directors or by any other duly authorized committee thereof.
Action by Directors. The Board of Directors shall manage the Company by the affirmative vote of a majority of the Board of Directors. Any action required or permitted to be taken by the Board of Directors may be taken without a vote if all of the Directors consent thereto in writing and such writing is filed with the records of the Company. The members of the Board of Directors may participate in a meeting by means of conference telephone or similar communications equipment by means of which all members participating in the meeting hear each other. Such participation shall constitute presence in person at such meeting.
Action by Directors. 29 Section 31. Severability...................................................................................29 Section 32. Governing Law..................................................................................30 Section 33. Counterparts...................................................................................30
Action by Directors. The Agreement was adopted at a meeting of the Board of Directors of Old National Bancorp duly held and convened on January , 2012.
Action by Directors. By unanimous written consent dated as of April , 1999, the Board of Directors of SIMEX authorized the merger and approved the substance of this Agreement.
Action by Directors. By unanimous written consent dated as of April 19, 1999, the Board of Directors of SNKT authorized the merger, approved the substance of this Agreement, recommended the merger to the shareholders and directed that this Agreement be submitted to the shareholders entitled to vote in respect thereof to be approved by a majority vote of the shareholders of SNKT entitled to vote.
Action by Directors. Except as otherwise required by the Bye-laws or applicable law, any corporate action taken by the Board shall be taken by the affirmative vote of a majority of the votes represented by the directors present and voting at a duly constituted meeting at which a quorum of the Board is present and acting throughout (or by written consent of all directors in the manner provided in the Bye-laws), and in the case of an equality of votes the resolution upon which such vote is taken shall fail.
Action by Directors. The Agreement was adopted at a meeting of the Board of Directors of Old National Bancorp duly held and convened on September 9, 2013.
Action by Directors. The Agreement was adopted at a meeting of the Board of Directors of Tower Financial Corporation duly held and convened on September 9, 2013.
