Common use of Actions by Directors Clause in Contracts

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. Following the election or appointment of Parent's ’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 ’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. Following the election or appointment of Parent's ’s designees to the Company Board pursuant to Section 1.4(a2.04(a), and until the Merger Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize: (ia) any amendment to or termination of this Agreement by the Company; (iib) any amendment to the Company's certificate of incorporationCompany Charter or Company Bylaws; (iiic) any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser; (ivd) any enforcement or waiver of compliance with any covenant of Parent or Purchaser or any condition to any obligation of the Company or any exercise, enforcement or waiver of any right of the Company under this Agreement; (v) any Company Change in Recommendation; and (vie) any other consent or action by the Company or the Company Board with respect to this Agreement, Agreement or any of the Offer or the MergerTransactions. The authorization of any such matter by a majority of the Continuing Directors shall shall, to the extent permitted by applicable Law, 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. Following the election or appointment of Parent's ’s designees to the Company Board pursuant to Section 1.4(a2.04(a), and until the Merger Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize: (ia) any amendment to or termination of this Agreement by the Company; (ii) any amendment to the Company's certificate of incorporation; (iiib) any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser; (ivc) 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 (vid) any other consent or action by the Company or the Company Board with respect to this Agreement, the Offer or the Merger. Merger or any other transaction contemplated thereby or in connection therewith.. 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. Following the election or appointment of Parent's ’s designees to the Company Board pursuant to Section 1.4(a2.04(a), and until the Merger Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize: (ia) any amendment to or termination of this Agreement by the Company; (iib) any amendment to the Company's certificate of incorporationCompany Charter or Company Bylaws; (iiic) any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser; (ivd) 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; (ve) any Company Change in RecommendationAdverse Recommendation Change; and (vif) any other consent or action by the Company or the Company Board with respect to this Agreement, the Offer or the MergerMerger or any other transaction contemplated thereby or in connection therewith. 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. Following the election or appointment of Parent's ’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: authorize (i) any amendment to or termination of this Agreement by the Company; , (ii) any amendment to the Company's ’s certificate of incorporation; incorporation or bylaws, (iii) any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser; Acquisition Sub, (iv) any waiver of compliance with any covenant of Parent or Purchaser Acquisition Sub or any condition to any obligation of the Company or any waiver or exercise of any right of the Company under this Agreement; , and (v) any Company Adverse Recommendation 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. Following the election or appointment of Parent's ’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: (ia) any amendment to or termination of this Agreement by the Company; (iib) any amendment to the Company's certificate of incorporationCompany Charter Documents or Subsidiary Documents; (iiic) any extension of time for the performance of any of the obligations or other acts of Parent or PurchaserMerger Sub; (ivd) any enforcement or waiver of compliance with any covenant of Parent or Purchaser Merger Sub or any condition to any obligation of the Company or any exercise, enforcement or waiver of any right of the Company under this Agreement; (v) any Company Change in Recommendation; and (vie) any other consent or action by the Company or the Company Board with respect to this Agreement, Agreement or any of the Offer or the MergerTransactions. The authorization of any such matter described above by a majority of the Continuing Directors shall shall, to the extent permitted by applicable Law, 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.