Actions by Directors. (a) Unless provided otherwise in this Agreement, the Directors will act only: (1) 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 (2) by unanimous written consent of all of the Directors without a meeting, if permissible under the 1940 Act. A majority of the Directors then in office will constitute a quorum at any meeting of Directors.
Actions by Directors. (a) Unless provided otherwise in this Agreement, the Directors will act only: (1) 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 (2) by unanimous written consent of all of the Directors without a meeting, if permissible under the 0000 Xxx.
Actions by Directors. Following the election or appointment of Parent's designees to the Company Board pursuant to Section 1.4(a), and until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize: (i) any amendment to or termination of this Agreement by the Company; (ii) any amendment to the Company's certificate of incorporation; (iii) any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser; (iv) any waiver of compliance with any covenant of Parent or Purchaser or any condition to any obligation of the Company or any waiver of any right of the Company under this Agreement; (v) any Company Change in Recommendation; and (vi) any other consent or action by the Company Board with respect to this Agreement, the Offer or the Merger. The authorization of any such matter by a majority of the Continuing Directors shall constitute the authorization of such matter by the Company Board, and no other action on the part of the Company or any other director of the Company shall be required to authorize such matter.
Actions by Directors. For purposes of Section 1.1(a), Article IX and Sections 10.3 and 10.4, no action taken by the Board of Directors of the Company prior to the Merger shall be effective unless such action is approved by the affirmative vote of at least a majority of the directors of the Company who are not officers of Purchaser or the Company or any affiliate of either of them (the "Independent Directors"). ARTICLE V
Actions by Directors. For purposes of Article X hereof, no action taken by the Board of Directors prior to the Merger shall be effective unless such action is approved by the affirmative vote of at least a majority of the directors of Company who are not Parent Insiders.
Actions by Directors. (a) Except as otherwise provided herein, at such times as both Class A Units and Class B Units shall be outstanding, at all meetings of the Board a quorum shall exist for the transaction of business if at least two (2) Class A Board Members and two (2) Class B Board Members are present. At such times as both Class A Units and Class B Units shall be outstanding, at all meetings of any committee of the Board a quorum shall exist for the transaction of business if at least one member designated by the Class A Board Members and one member designated by the Class B Board Members are present, unless the Board shall determine otherwise. At all other times (i.e., when the Board is constituted pursuant to Section 8.4(c)), a quorum shall exist for the transaction of business if at least a majority of Board or committee members are present. Actions of the Board or any committee thereof may be taken at meetings or by written consent, and any written consent shall be filed with the minutes of proceedings of the Board or the appropriate committee thereof. Attendance at any meeting may be by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each another. In case at any meeting of the Board or a committee thereof a quorum shall not be present, the members of the Board or such committee present may adjourn the meeting from time to time until a quorum shall be present.
Actions by Directors. 12 SECTION 3.4
Actions by Directors. Notwithstanding anything in this Agreement to the contrary, in the event that Purchaser's designees are elected to the Board of Directors of the Company after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective
Actions by Directors. For purposes of Section 1.1(a), Article IX and Sections 10.3 and 10.4, no action taken by the Board of Directors of the Company prior to the Merger shall
Actions by Directors. Following the election or appointment of Parent’s designees pursuant to Section 1.4 and until the Effective Time, the approval of a majority of the directors of the Company then in office who were not designated by Parent and are not officers, directors or employees of Parent, Acquisition Sub or their respective Affiliates shall be required to authorize (and such authorization shall constitute the authorization of the Company’s Board of Directors and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (a) any termination of this Agreement by the Company, (b) any amendment of this Agreement, (c) any extension of time for performance of any obligation or action hereunder by Parent or Acquisition Sub, any waiver of compliance with any of the agreements or conditions contained herein that are for the benefit of the Company, (d) any exercise of the Company’s rights or remedies under this Agreement, (e) any action seeking to enforce any obligation of Parent or Acquisition Sub under this Agreement or, (f) any other action with respect to this Agreement, or any transactions contemplated hereby if such other action would or could adversely affect, any holders of Company Shares other than Parent or Acquisition Sub.
