Actions of Board of Directors and Shareholders Sample Clauses

Actions of Board of Directors and Shareholders. (a) Except as otherwise expressly provided herein, by law or in the Bylaws, all actions of the Board of Directors or shareholders of the Corporation shall be taken upon or pursuant to a majority vote of the Board of Directors or of the beneficial owners of Shares entitled to vote, respectively. (b) The Corporation, the Board of Directors and the Shareholders shall not (and, where specified below, the Corporation shall cause the wholly-owned Subsidiaries to not, and shall use its best efforts to cause, subject to the rights of minority shareholders, the Subsidiaries that are not wholly-owned to not) take any of the actions, enter into any commitment to take any of the actions, or otherwise agree to take any of the actions, specified below unless such action has been first approved by a Supermajority Vote: (i) the acquisition by the Corporation or any Subsidiary of any business which is not a Telecommunications Business for a purchase price in excess of U.S.$30,000,000 in the aggregate; (ii) the entering into or approval by the Corporation or any Subsidiary of any joint venture, partnership or merger plan or transaction within the Telecommunications Business which involves the investment of more than, or the merger with a business with assets which exceed, U.S.$100,000,000 in the aggregate (other than any plan to merge or consolidate with the properties controlled by Affiliates of Motorola, Inc. in Regions 1, 2, 3 and 4); (iii) the making by the Corporation or any Subsidiary, within any twelve month period, of sales of assets (other than sales of inventory in the ordinary course of business) or businesses for consideration which, in the aggregate, exceeds U.S.$30,000,000; (iv) the incurrence, from and after January 1, 1998, in a single transaction or in a series or related transactions within any twelve month period, of any Indebtedness by the Corporation or any Subsidiary in an amount exceeding U.S.$100,000,000 in the aggregate (other than Indebtedness which constitutes financing for commitments of the Corporation or any Subsidiary existing as of the date hereof, the refinancing or successive refinancing of Indebtedness of the Corporation or any Subsidiary existing as of the date hereof, Indebtedness which constitutes vendor financing, Indebtedness which constitutes project financing and the Indebtedness contemplated to be issued by the Corporation pursuant to the 1996 Share Conversion Agreement); (v) the issuance of capital stock of the Corporation or any ...
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Actions of Board of Directors and Shareholders. (a) Except as otherwise expressly provided herein, by law or in the Articles or Bylaws as in effect on the date hereof, all actions of the Board of Directors or shareholders of the Corporation shall be taken upon or pursuant to a majority vote of the Board of Directors or of the votes held by beneficial owners of shares of Stock entitled to vote, respectively, who are present in person or by proxy at the corresponding meeting (provided a quorum exists). (b) During the Term, the Corporation, the Board of Directors (including any committee or subcommittee thereof) and the Shareholders shall not take any of the actions, enter into (i) the entering into or approval by the Corporation of any joint venture, partnership or merger plan or similar transaction; (ii) the making by the Corporation, within any twelve month period beginning on the date hereof, of any material acquisitions or sales of any material assets (other than sales of inventory or superseded or obsolete equipment in the ordinary course of business) or significant businesses; (iii) the issuance of capital stock or convertible securities of the Corporation, in a single transaction or in a series of related transactions within any twelve month period (other than issuances of capital stock pursuant to (a) the exercise of options granted or to be granted under the corporation's 1996 Executive Incentive Compensation Plan, (b) the conversion of the Corporation's outstanding 8.25% Convertible Subordinated Notes due 2003 (the "Notes") pursuant to the terms of the Notes as they exist as of the date hereof, and (c) upon the exercise of warrants and other convertible securities outstanding as of the date hereof or issuable pursuant to the Articles as in effect on the date hereof); (v) the incurrence, in a single transaction or in a series of related transactions within any twelve month period beginning on the date hereof, of any Indebtedness by the Corporation in an amount exceeding $250,000 in the aggregate (other than Indebtedness which constitutes financing for commitments of the Corporation or any Subsidiary thereof existing as of the date hereof, the refinancing or successive refinancing of Indebtedness of the Corporation or any Subsidiary (other than the Notes) existing as of the date hereof, and Indebtedness which constitutes vendor financing or otherwise incurred by the Corporation in the ordinary course of business); (vi) the employment of a chief executive officer, chief operating officer or chief f...
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Actions of Board of Directors and Shareholders. (a) Except as otherwise expressly provided herein, by law or in the Articles or Bylaws as in effect on the date hereof, all actions of the Board of Directors or shareholders of the Corporation shall be taken upon or pursuant to a majority vote of the Board of Directors or of the votes held by beneficial owners of shares of Stock entitled to vote, respectively, who are present in person or by proxy at the corresponding meeting (provided a quorum exists). (b) During the Term, the Corporation, the Board of Directors (including any committee or subcommittee thereof) and the Shareholders shall not take any of the actions, enter into any commitment to take any of the actions, or otherwise agree to take any of the actions, specified below unless such action has been first approved by all of the Preferred Shareholder Directors: (i) the entering into or approval by the Corporation of any joint venture, partnership or merger plan or similar transaction; (ii) the making by the Corporation, within any twelve month period beginning on the date hereof, of any material acquisitions or sales of any material assets (other than sales of inventory or superseded or obsolete equipment in the ordinary course of business) or significant businesses; (iii) the issuance of capital stock or convertible securities of the Corporation, in a single transaction or in a series of related transactions within any twelve month period (other than issuances of capital stock pursuant to (a) the exercise of options granted or to be granted under the corporation's 1996 Executive Incentive Compensation Plan, (b) the conversion of the Corporation's outstanding 8.25% Convertible Subordinated Notes due 2003 (the "NOTES") pursuant to the terms of the Notes as they exist as of the date hereof, and (c) upon the exercise of warrants and other convertible securities outstanding as of the date hereof or issuable pursuant to the Articles as in effect on the date hereof);
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Related to Actions of Board of Directors and Shareholders

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Management by Board of Directors (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members hereby delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law and subject to Section 7.1(d), all power and authority related to the Company’s management and control of the business and affairs of the Partnership. (d) Notwithstanding anything herein to the contrary, without obtaining approval of Members representing a Majority Interest, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) to the fullest extent permitted by Applicable Law, dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) through (v) of this Section 7.1(d).

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. (ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. (iii) Any such committee, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Directors and Executive Officers The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

  • Meetings of the Board of Directors The Corporation shall call, and use its best efforts to have, regular meetings of the Board not less often than quarterly. The Corporation shall promptly pay all reasonable and appropriately documented travel expenses and other out-of-pocket expenses incurred by directors who are not employed by the Corporation in connection with attendance at meetings to transact the business of the Corporation or attendance at meetings of the Board or any committee thereof.

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