Actions by Directors. For purposes of Article IX and Sections -------------------- 10.3 and 10.4, no action taken by the Board of Directors of the Company after the date of the consummation of the Offer and 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 which are not officers of Purchaser or designees, stockholders or affiliates of Purchaser.
Appears in 2 contracts
Samples: Merger Agreement (Green a P Industries Inc), Merger Agreement (Global Industrial Technologies Inc)
Actions by Directors. For purposes of Article IX and Sections -------------------- 10.3 and 10.4, and with respect to any amendment of the Certificate or the Bylaws of the Company, no action taken by the Board of Directors of the Company after the date of the consummation of the Offer and 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 which are not officers of Purchaser or designees, stockholders or affiliates of PurchaserRepresentatives.
Appears in 2 contracts
Samples: Merger Agreement (Mallinckrodt Inc /Mo), Merger Agreement (Nellcor Puritan Bennett Inc)
Actions by Directors. For purposes of Article IX and Sections -------------------- 10.3 and -------------------- 10.4, no action taken by the Board of Directors of the Company at or after the date purchase of the consummation of Shares pursuant to the Offer and 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 which are not officers of Purchaser or designees, stockholders or affiliates of PurchaserContinuing Directors.
Appears in 2 contracts
Samples: Merger Agreement (Seda Specialty Packaging Corp), Agreement and Plan of Merger and Reorganization (Seawolf Acquisition Corp)
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 after the date of the consummation of the Offer and 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 which who are not officers of Purchaser or designees, stockholders the Company or affiliates any affiliate of Purchasereither of them (the "Independent Directors").
Appears in 2 contracts
Samples: Merger Agreement (Prosser Jeffrey J), Merger Agreement (Emerging Communications Inc)
Actions by Directors. For purposes of Article IX and Sections -------------------- 2.2, 2.3, 10.3 and 10.4, no action taken by the Board of Directors of the Company after the date of the consummation of the Offer and 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 which are not officers of Purchaser or designees, stockholders or affiliates of PurchaserIndependent Directors (as defined in Section 4.3).
Appears in 1 contract
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 after the date of the consummation of the Offer and 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 which who are not officers of Purchaser or designees, stockholders the Company or affiliates any affiliate of Purchasereither of them (the "Independent Directors").
Appears in 1 contract
Samples: Merger Agreement (Scor Us Corp)
Actions by Directors. For purposes of Article IX and Sections -------------------- 10.3 and 10.4, no action taken by the Board of Directors of the Company after the date of the consummation of the Offer and 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 which are not officers of Purchaser Parent or designees, stockholders or affiliates of PurchaserParent.
Appears in 1 contract
Samples: Merger Agreement (Koninklijke Philips Electronics Nv)
Actions by Directors. For purposes of Article IX and Sections -------------------- 10.3 and 10.4, no action taken by the Board of Directors of the Company after the date of the consummation of the Offer and 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 which who are not officers of Purchaser or designees, stockholders or affiliates of PurchaserInsiders.
Appears in 1 contract
Samples: Merger Agreement (Theratx Inc /De/)
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 after the date of the consummation of the Offer and 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 which who are not directors or officers of Purchaser or designees, stockholders officers of the Company or affiliates any affiliate of Purchasereither of them (the "Independent Directors").
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