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).
Action by the Board of Directors. Without the approval of the Board of Directors of the Company that includes the affirmative vote of the Shareholder 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 any security or agreement giving the holder the right to acquire Common Stock, having a conversion or exercise price per share of Common Stock) less than 95% of the Current 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 $500,000 per fiscal year or not in accordance with the annual budget approved by the Company’s Board of Directors 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) amend or modify the charter of the Oversight Committee of the Board (defined below"); (f) enter into, modify, extend or renew an agreement compensating an executive officer, (g) issue any equity securities having superior voting rights or dividend or liquidation preference over Common Stock; (h) any investment (including an acquisition or expenditure or divestiture, in each case in an amount in excess of $500,000; or (i) 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.
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.
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.
Action by the Board of Directors. Without the approval of the Board of Directors of the Company that includes the affirmative vote of the Purchaser Designee, the Company shall not, in a single transaction or a series of related transactions, at any time after the date hereof, (a) issue any Equity Securities at a price per share of Common Stock (or, in the case of Convertible Securities (as defined in Section 10.6), having a conversion price per share of Common Stock) less than the greater of the Conversion Price or the Current Market Price of the Common Stock, (b) 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 $500,000 per fiscal year or not in accordance with the annual budget approved by the Company's Board of Directors for the then current fiscal year, or (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.
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. If a quorum exists, any action taken by the Board of Directors shall be authorized by the affirmative vote of a majority of those members of Board of Directors present at the meeting; provided, however, that: (a) with respect to action taken by the Board of Directors pursuant to Section 3.3 of the OSI Research Agreement concerning restrictions as to other research conducted by Pfizer in the Field, any such action shall require authorization by all of the members of the Board of Directors, and (b) the affirmative vote of ** members of the Board of Directors is required to take the following actions (unless, in the case of (vii) and (viii) such expenditures are provided for in the annual budget):
Action by the Board of Directors. Notwithstanding anything to the -------------------------------- contrary in the bylaws of the Company, all decisions of the Board shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of a committee of the Board, to the extent such decisions may be lawfully delegated to such committee. Prior to the consummation of a Qualified IPO, the Company shall not, and the Company shall cause each of its subsidiaries not to, take (or agree to take) any action regarding the following matters without the affirmative vote of a majority of the directors then in office and, if there is a Class B Director, the affirmative vote of the Class B Director:
Action by the Board of Directors. (a) A quorum of the Board of Directors shall consist of a majority of the Board of Directors.
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.
