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
Appears in 2 contracts
Samples: Exhibit 99.01 Agreement and Plan of Merger Agreement and Plan of Merger (Emerging Communications Inc), Agreement and Plan of Merger Agreement and Plan of Merger (Prosser Jeffrey J)
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 who which are not officers of Purchaser or the Company designees, stockholders or any affiliate affiliates of either of them (the "Independent Directors"). ARTICLE VPurchaser.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Industrial Technologies Inc), Agreement and Plan of Merger (Green a P Industries Inc)
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 at or after the purchase of the 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 who are not officers of Purchaser or the Company or any affiliate of either of them (the "Independent Continuing Directors"). ARTICLE V.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (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, 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 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 which are not officers of Purchaser or the Company or any affiliate of either of them (the "Independent Directors"). ARTICLE VRepresentatives.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nellcor Puritan Bennett Inc), Agreement and Plan of Merger (Mallinckrodt Inc /Mo)
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 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 who which are not officers of Purchaser Parent or the Company designees, stockholders or any affiliate affiliates of either of them (the "Independent Directors"). ARTICLE VParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Koninklijke Philips Electronics Nv)
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.
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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 directors or officers of Purchaser or officers of the Company or any affiliate of either of them (the "Independent Directors"). ARTICLE V.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hallwood Energy Corp)
Actions by Directors. For purposes of Section 1.1(a), 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 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 who are not officers of Purchaser or the Company or any affiliate of either of them Independent Directors (the "Independent Directors"as defined in Section 4.3). ARTICLE V.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Philips Electronics N V)
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 VInsiders.
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