Action by the Board of Directors. (a) Except as provided below, all decisions of the Board of Directors shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of an Executive Committee of the Board of Directors, to the extent such decisions may be lawfully delegated to an Executive Committee pursuant to Section 4.1(f).
(b) The Company shall not, and it shall cause each of its Subsidiaries not to, take (or agree to take) any action regarding the following matters, directly or indirectly, including through a merger or consolidation with any other corporation or otherwise, without the affirmative vote of the Apollo Nominees: (i) increase the number of authorized shares of Preferred Stock or authorize the issuance or issue of any shares of Preferred Stock other than to existing holders of Preferred Stock; (ii) issue any new class or series of equity security; (iii) amend, alter or repeal, in any manner whatsoever, the designations, preferences and relative rights and limitations and restrictions of the Series A Preferred Stock; (iv) amend, alter or repeal any of the provisions of the Charter Documents or the Certificate of Designation in a manner that would negatively impact the holders of the Series A Preferred Stock, including (but not limited to) any amendment that is in conflict with the approval rights set forth in this Section 4.2; (v) directly or indirectly, redeem, purchase or otherwise acquire for value (including through an exchange), or set apart money or other property for any mandatory purchase or other analogous fund for the redemption, purchase or acquisition of any shares of Common Stock or Junior Stock (as defined in the Certificate of Designation), or declare or pay any dividend or make any distribution (whether in cash, shares of capital stock of the Company, or other property) on shares of Common Stock or Junior Stock; (vi) cause the number of directors of the Company to be greater than eight (8); (vii) enter into any agreement or arrangement with or for the benefit of any Person who is an Affiliate of the Company with a value in excess of $5 million in a single transaction or series of related transactions; (viii) effect a voluntary liquidation, dissolution or winding up of the Company; (ix) sell or agree to sell all or substantially all of the assets of the Company, unless such transaction (1) occurs after August 5, 2002, (2) is a sale for cash and (3) results in an internal rate of return ("IRR") to A...
Action by the Board of Directors. (a) Except as provided below, all decisions of the Board of Directors shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of an Executive Committee of the Board of Directors, to the extent such decisions may be lawfully delegated to an Executive Committee pursuant to Section 4.1(f).
(b) The Company shall not, and it shall cause each of its Subsidiaries not to, take (or agree to take) any action regarding the following matters, directly or indirectly, including through a merger or consolidation with any other corporation or otherwise, without the affirmative vote of the Apollo Nominees: (i) increase the number of authorized shares of Preferred Stock or authorize the issuance or issue of any shares of Preferred Stock other than to existing holders of Preferred Stock; (ii) issue any new class or series of equity security or issue any additional shares of Series C Preferred Stock; (iii) amend, alter or repeal, in any manner whatsoever, the designations, preferences and relative rights and limitations and restrictions of the Series C Preferred Stock; (iv) amend, alter or repeal any of the provisions of the Charter Documents or the Certificate of Designation in a manner that would negatively impact the holders of the Series C Preferred Stock, including (but not limited to) any amendment that is in conflict with the approval rights set forth in this Section 4.2; (v) directly or indirectly, redeem, purchase or otherwise acquire for value (including through an exchange), or set apart money or other property for any mandatory purchase or other analogous fund for the redemption, purchase or acquisition of any shares of Common Stock or Junior Stock (as defined in the Certificate of Designation), or declare or pay any dividend or make any distribution (whether in cash, shares of capital stock of the Company, or other property) on shares of Common Stock or Junior Stock; (vi) cause the number of directors of the Company to be greater than eight (8); (vii) enter into any agreement or arrangement with or for the benefit of any Person who is an Affiliate of the Company with a value in excess of $5 million in a single transaction or series of related transactions; (viii) effect a voluntary liquidation, dissolution or winding up of the Company; (ix) sell or agree to sell all or substantially all of the assets of the Company, unless such transaction (1) is a sale for cash and (2) results in an internal r...
Action by the Board of Directors. All decisions of the Board of Directors shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of an Executive Committee, or any other committee, of the Board of Directors, to the extent such decisions may be lawfully delegated to an Executive Committee, or any other committee, pursuant to Section 5.1(h).
Action by the Board of Directors. (a) Except as otherwise provided in Sections 6.06(b) and (c), all actions of the Company Board and committees thereof shall require the [*] of the [*] of directors present at a duly convened meeting of the Company Board or committee thereof at which a quorum is present or, in lieu of a meeting, by the unanimous written consent of the members of the Company Board or committee thereof.
(b) Prior to consummation of the Company's initial Public Offering, neither the Company nor any entity controlled by the Company shall take, and no party to this Agreement shall cause the Company or any entity controlled by the Company to take, any action with respect to any Significant Board Transaction without
(i) (unless waived by both Initial Participants) providing to the directors at least ten Business Days' notice of any meeting of the Company Board at which a Significant Board Transaction is proposed to be approved, which notice shall describe such proposed Significant Board Transaction, and
(ii) the prior approval of [*] directors (a "Supermajority Board Vote").
(c) Notwithstanding the provisions of Sections 6.06(a) and (b), in addition to any other approval provided in such Sections, the approval of a majority of disinterested members of the Board of Directors shall be required to approve any transaction (other than a transaction expressly contemplated in this Agreement) between the Company and a Consenting Stockholder or an Affiliate of a Consenting Stockholder.
(d) In the event that a [*] of the members of the Company Board vote to approve a Significant Board Transaction but a [*] is not obtained, then the Consenting Stockholders shall first use their good faith efforts to resolve the matter in a mutually satisfactory manner. If no mutually satisfactory resolution of the matter has been reached within five days of the initial vote of the Company Board thereon, then the Consenting ___________ [*] Confidential Treatment Requested. Stockholders shall (at the insistence of any Consenting Stockholder) refer the matter to the [*] of [*] for resolution. If the chief executive officers so agree the proposed Significant Board Transaction will be resubmitted for a vote of the Company Board within ten days (or such shorter or longer period as they may agree) after referral to the chief executive officers. Unless and until the proposed Significant Board Transaction is so resubmitted, the initial vote of the Company Board will continue to govern with respect to such matter.
Action by the Board of Directors. Without the approval of the Board of Directors of the Company that includes the affirmative vote of the Investor Designee, the Company shall not, in a single transaction or a series of related transactions, at any time after the date hereof, directly or indirectly: (a) issue any equity securities at a price per share of Common Stock (or, in the case of Common Stock Equivalents (as defined in Section 1), having a conversion price per share of Common Stock) less than 80% of the Market Price of the Common Stock, (b) acquire, sell, lease, transfer or otherwise dispose of any assets other than in the ordinary course of business consistent with past practice, (c) make any capital expenditure in excess of $100,000 per fiscal year or not in accordance with the annual budget approved by the Company's Board of Directors including the affirmative vote of the Investor Designee for the then current fiscal year, (d) amend, supplement, modify or repeal any provision of the Certificate of Incorporation or By-Laws of the Company or take any other action, including, without limitation, the adoption of a stockholders' rights plan or similar plan, or the consummation of a capital stock repurchase or redemption, (e) modify, extend or renew the agreements set forth on Schedule 6.4(e) thereto, (f) enter into any material transaction with Andreas Typaldos or his Affiliates, (g) issue any equity securities hxxxxx xxxxxxxx xoting rights or dividend or liquidation preference over Common Stock for consideration other than tangible property at fair market value or cash, or (h) until the Company shall have raised not less than $3 million of equity financing after the Closing Date at a minimum average price per share of $1.75, make any expenditure or commitment that deviates in any material respect from the budget annexed hereto as Schedule 6.5(h). For the purpose of this Section 6.4, "Market Price" means the average of the daily mid-points between the closing bid and asked prices for the Company's Common Shares as reported in the Over-the-Counter Bulletin Board, for the twenty (20) most recent trading days for which such information is available preceding the date of determination as shown by Bloomberg LP or a similar service.
Action by the Board of Directors. (a) Unless provided otherwise in this Agreement, the Directors will act only: (i) by the affirmative vote of a majority of the Directors (which majority will include any requisite number of Independent Directors required by the 0000 Xxx) present at a meeting duly called at which a quorum of the Directors is present either in person or, to the extent consistent with the provisions of the 1940 Act, by conference telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other; or (ii) by unanimous written consent of all of the Directors without a meeting, if permissible under the 0000 Xxx.
(b) The Directors may designate from time to time a Director or an officer of the Partnership or the General Partner who will preside at all meetings. Meetings of the Directors may be called by the General Partner, the Chairman or any two Directors, and may be held on any date and at any time and place determined by the Directors. Each Director will be entitled to receive written notice of the date, time and place of a meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who attends a meeting without objecting to the lack of notice or who executes a written waiver of notice with respect to the meeting. A majority of the Directors then in office will constitute a quorum at any meeting.
(c) The Directors may appoint from time to time agents and employees of the Partnership who will have the same powers and duties on behalf of the Partnership as are customarily vested in officers of a corporation incorporated under Delaware law, or such other powers and duties as may be designated by the Directors, in their sole discretion, and designate them as officers or agents of the Partnership by resolution of the Directors specifying their titles or functions.
Action by the Board of Directors. (a) All actions of the Board of Directors shall require the affirmative vote of the majority of directors present at a duly convened meeting of the Board at which a quorum is present or, in lieu of a meeting, by the unanimous written consent of the members of the Board of Directors.
(b) In lieu of any other approval provided in the Agreement, the approval of a majority of disinterested members of the Board of Directors shall be required to approve any transaction between the Company and a Consenting Stockholder or an Affiliate of a Consenting Stockholder.
Action by the Board of Directors. Except as set forth in the Charter, each Director shall have one vote on each matter presented to the Board of Directors for approval and all actions of the Board of Directors shall require (a) the affirmative vote of at least a majority of all the Directors in office at a meeting at which a quorum is present, provided such directors constitute a quorum or (b) the unanimous written consent of the Directors in office; provided that (i) if there is a vacancy on the Board of Directors and an individual has been selected to fill such vacancy in accordance with Section 2.01, the first order of business shall be to fill such vacancy in accordance with the terms of this Agreement, (ii) matters relating to the Chairman or Chief Executive Officer of the Corporation shall require the affirmative vote of at least a majority of the Directors in office at a meeting at which a quorum is present (provided that for purposes of this clause (ii), the Chairman of the Board of Directors or the Chief Executive Officer, as applicable, shall not be a Director in office for purposes of such approval) and (iii) the entry into, consummation, amendment, modification (including by waiver) or termination of any Affiliate Transaction shall require the approval of at least four of the five Directors (including at least one non-interested Director with respect to such Affiliate Transaction) in office at a meeting at which quorum is present; provided, however, that the approval of the Board of Directors shall not be required for any given Affiliate Transaction (x) if such Affiliate Transaction (or related transactions) is on terms and conditions that are equal to or more beneficial to the Corporation than the terms and conditions pursuant to which an independent third party would provide the goods or perform the services that are the subject of the Affiliate Transaction (or related transactions), (y) with respect to acquisitions of New Securities in accordance with Section 3.01(a) or (z) with respect to acquisitions of debt securities of the Corporation or any of its Subsidiaries to which preemptive rights would not otherwise apply in accordance with Section 3.01, but for which the Board of Directors still elects to apply preemptive rights. For the avoidance of doubt, a Director shall not be prohibited from voting to approve any such Affiliate Transaction solely due to the fact they were nominated or approved as a Director by such interested Person.
Action by the Board of Directors. The Board of Directors of the Company shall have adopted a resolution waiving the application of the Ownership Limit (as defined in the Charter) to the Investor and the Pecuniary Owners.
Action by the Board of Directors. Without the approval of the Board of Directors of the Company that includes the affirmative vote of the Investor Designee, the Company shall not, in a single transaction or a series of related transactions, at any time after the date hereof, directly or indirectly: (a) acquire, sell, lease, transfer or otherwise dispose of any assets other than in the ordinary course of business consistent with past practice, (b) make any capital expenditure not in accordance with the annual budget approved by the Company's Board of Directors for the then current fiscal year, (c) amend, supplement, modify or repeal any provision of the Certificate of Incorporation or By-Laws of the Company or take any other action, including, without limitation, the adoption of a stockholders' rights plan or similar plan, or the consummation of a capital stock repurchase or redemption; (d) modify, extend or renew the agreements set forth on Schedule A thereto, (e) release, waive or compromise any claim against the Principals arising out of the Agreement and Plan of Merger dated November __, 2003, and related agreements; (f) make any investment in an amount in excess of $500,000; or (g) the creation of any subsidiary of the Company, any merger or other reorganization involving the Company, the sale of substantially all of the assets of the Company or the sale of 51% or more of the shares of any subsidiary thereof.
