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 (a) any amendment to or termination of this Agreement by the Company, (b) any amendment to the Company’s Organizational Documents, (c) any extension of time for the performance of any of the obligations or other acts of Parent or Acquisition Sub, (d) any waiver of compliance with any covenant of Parent or Acquisition Sub or any condition to any obligation of the Company or any waiver of any right of the Company under this Agreement and (e) any other action taken by the Company Board with respect to this Agreement 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 board of directors of the Company, and no other action on the part of the Company or any other director of the Company shall be required to authorize such matter. The Continuing Directors shall have the authority to retain the same law firm and financial advisor that were serving in such capacities as of the date of this Agreement, at the expense of the Company.

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 authorize: (a) any amendment to or termination of this Agreement by the Company, ; (b) any amendment to the Company’s Organizational Documents, Company Charter or Company By-laws; (c) any extension of time for the performance of any of the obligations or other acts of Parent or Acquisition Sub, ; (d) any waiver of compliance with any covenant of Parent or Acquisition Sub or any condition to any obligation of the Company or any waiver of any right of the Company under this Agreement Agreement; and (e) any other consent, action taken or recommendation by the Company or the Company Board with respect to this Agreement 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 board of directors of the CompanyCompany 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. The Continuing Directors shall have the authority to retain such counsel (which may include current counsel to the same law firm Company) and financial advisor that were serving in such capacities as of the date of this Agreement, other advisors at the expense of the CompanyCompany as determined appropriate by the Continuing Directors and shall have the authority to institute any action on behalf of the Company to enforce the performance of this Agreement.

Actions by Directors. Following the election or appointment of Parent’s designees to the Board of Directors of the Company Board pursuant to Section 1.4(a2.4(a), and until the Merger Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize authorize: (a) any amendment to or termination of this Agreement by the Company, ; (b) any amendment to the Company’s Organizational Documents, Company Charter or Company Bylaws; (c) any extension of time for the performance of any of the obligations or other acts of Parent or Acquisition Merger Sub, ; (d) any enforcement or waiver of compliance with any covenant of Parent or Acquisition 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 and Agreement; (e) any Company Adverse Recommendation Change; and (f) any other consent or action taken by the Company or the Board of Directors of the Company with respect to this Agreement Agreement, the Offer, the Merger or any of the Mergerother transactions contemplated by this Agreement. The authorization of any such matter by a majority of the Continuing Directors shall constitute the authorization of such matter by the board Board of directors Directors of the Company, and no other action on the part of the Company or any other director of the Company shall be required to authorize such matter. The Continuing Directors shall have the authority to retain the same law firm and financial advisor that were serving in such capacities as of the date of this Agreement, at the expense of the Company.

Actions by Directors. Following the election or appointment of Parent’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 authorize: (a) any amendment to or termination of this Agreement by the Company, ; (b) any amendment to the Company’s Organizational Documents, Company Charter or Company Bylaws; (c) any extension of time for the performance of any of the obligations or other acts of Parent or Acquisition Sub, Purchaser; (d) any waiver of compliance with any covenant of Parent or Acquisition Sub Purchaser or any condition to any obligation of the Company or any waiver of any right of the Company under this Agreement and Agreement; (e) any Adverse Recommendation Change; and (f) any other consent or action taken by the Company or the Company Board with respect to this Agreement 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 board of directors of the CompanyCompany 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. The Continuing Directors shall have the authority to retain the same law firm and financial advisor that were serving in such capacities as of the date of this Agreement, at the expense of the Company.

Actions by Directors. Following the election or appointment of Parent’s designees to the Company Board Company’s board of directors 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 (a) any amendment to or termination of this Agreement by the Company, (b) any amendment to the Company’s Organizational DocumentsDocuments adverse to the holders of Company Shares (other than Parent), (c) any extension of time for the performance of any of the obligations or other acts of Parent or Acquisition Sub, (d) any waiver of compliance with any covenant or agreement of Parent or Acquisition Sub or any condition to any obligation of the Company or any waiver of any right of the Company under this Agreement and Agreement, (e) any other Change in Recommendation, and (f) any action required to be taken by the Company Board with respect to Company’s board of directors under this Agreement or the MergerAgreement. The authorization of any such matter by a majority of the Continuing Directors shall constitute the authorization of such matter by the board of directors of the Company, and no other action on the part of the Company or any other director of the Company shall be required to authorize such matter. The Continuing Directors shall have have, and Parent shall cause the Continuing Directors to have, the authority to retain the same such counsel (which may include any law firm and financial advisor that were was serving in such capacities as counsel to the Company as of the date of this Agreement, ) and other advisors at the expense of the CompanyCompany as determined in good faith by the Continuing Directors, and the authority to institute or commence any Legal Proceeding or take any other action on behalf of the Company to enforce any provision of this Agreement.