Common use of Approval of the Board of Directors Clause in Contracts

Approval of the Board of Directors. Except for any transfers of Exchangeable Shares to Parent or any of its Affiliates pursuant to the provisions hereof or the Exchangeable Share Provisions, the Holders of Exchangeable Shares shall not be entitled to transfer any Exchangeable Shares except as explicitly permitted pursuant to the articles of incorporation of the Corporation. Parent and the Board of Directors shall not sanction any transfer of Exchangeable Shares (other than to Parent or any of its Affiliates pursuant to the provisions hereof or the Exchangeable Share Provisions) unless, as a condition precedent to any such transfer of Exchangeable Shares, the transferee, if it is not a party to this Agreement, executes and delivers an agreement in form and containing terms satisfactory to Parent and the Corporation, acting reasonably, whereby the transferee shall become a party hereto and shall agree to be bound by the provisions hereof as if the transferee was an original party hereto, and thereupon the transferee shall have the same rights, and shall be subject to the same obligations, as the transferor hereunder.

Appears in 1 contract

Samples: Share Exchange Agreement (Noble International LTD)

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Approval of the Board of Directors. Except for any transfers of Exchangeable Shares to Parent or any of its Affiliates pursuant to the provisions hereof or the Exchangeable Share Provisions, the Holders of Exchangeable Shares Holder shall not be entitled to transfer any Exchangeable Shares except as explicitly permitted pursuant to the articles of incorporation of the Corporation. Parent and the Board of Directors shall not sanction any transfer of Exchangeable Shares (other than to Parent or any of its Affiliates pursuant to the provisions hereof or the Exchangeable Share Provisions) unless, as a condition precedent to any such transfer of Exchangeable Shares, the transferee, if it is not a party to this Agreement, executes and delivers an agreement in form and containing terms satisfactory to Parent and the Corporation, acting reasonably, whereby the transferee shall become a party hereto and shall agree to be bound by the provisions hereof as if the transferee was an original party hereto, and thereupon the transferee shall have the same rights, and shall be subject to the same obligations, as the transferor hereunder.

Appears in 1 contract

Samples: Share Exchange Agreement (Noble International LTD)

Approval of the Board of Directors. Except for any transfers of Exchangeable Shares to Parent 3-D or any of its Affiliates pursuant to the provisions hereof or the Exchangeable Share Provisions, the Holders of Exchangeable Shares shall not be entitled to transfer any Exchangeable Shares except as explicitly permitted pursuant to the articles of incorporation of the Corporation. Parent 3-D and the Board of Directors shall not sanction any transfer of Exchangeable Shares (other than to Parent 3-D or any of its Affiliates pursuant to the provisions hereof or the Exchangeable Share Provisions) unless, as a condition precedent to any such transfer of Exchangeable Shares, the transferee, if it is not a party to this Agreement, executes and delivers an agreement in form and containing terms satisfactory to Parent 3-D and the Corporation, acting reasonably, whereby the transferee shall become a party hereto and shall agree to be bound by the provisions hereof as if the transferee was an original party hereto, and thereupon the transferee shall have the same rights, and shall be subject to the same obligations, as the transferor hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (3-D Geophysical Inc)

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Approval of the Board of Directors. Except for any transfers of ---------------------------------- Exchangeable Shares to Parent Entrust or any of its Affiliates pursuant to the provisions hereof or the Exchangeable Share Provisions, the Holders of Exchangeable Shares shall not be entitled to transfer any Exchangeable Shares except as explicitly permitted pursuant to the articles of incorporation of the Corporation. Parent Entrust and the Board of Directors shall not sanction any transfer of Exchangeable Shares (other than to Parent Entrust or any of its Affiliates pursuant to the provisions hereof or the Exchangeable Share Provisions) unless, as a condition precedent to any such transfer of Exchangeable Shares, the transferee, if it is not a party to this Agreement, executes and delivers an agreement in form and containing terms satisfactory to Parent Entrust and the Corporation, acting reasonably, whereby the transferee shall become a party hereto and shall agree to be bound by the provisions hereof as if the transferee was an original party hereto, and thereupon the transferee shall have the same rights, and shall be subject to the same obligations, as the transferor hereunder.

Appears in 1 contract

Samples: Share Exchange Agreement (Entrust Technologies Inc)

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