Board Actions. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take such other actions as are reasonably necessary and appropriate (including using reasonable best efforts to obtain any required consents) to effect the transactions described in this Section 2.4.
Board Actions. Prior to the First Effective Time, the Board of Directors of the Company (and/or the Leadership and Compensation Committee of the Board of Directors of the Company) and the Board of Directors of Parent (and/or the Remuneration Committee of the Board of Directors of Parent) shall adopt such resolutions as are necessary to give effect to the transactions contemplated by this Section 2.07.
Board Actions. The Company’s board of directors (a) has unanimously determined that the Merger is fair and in the best interests of the Company Stockholders and is on terms that are fair to the Company Stockholders and has recommended the Merger to the Company Stockholders, and (b) shall submit the Merger and this Agreement to the vote and approval of the Company Stockholders or the approval of the Company Stockholders by written consent.
Board Actions. If the parties fail to resolve the impasse, the dispute shall be sent to the District’s Board of Directors for resolution. Each party shall submit its written proposal on all issues to the Board. The Board may take such action to resolve the impasse as it deems appropriate to the public interest. Any action taken by the Board to resolve the impasse shall be final and binding.
Board Actions. (a) Notwithstanding Section 5.5 or any other provision of this Agreement to the contrary, following the receipt by AMLI of a proposal from a third party for a Competing Transaction (that was not solicited, encouraged or facilitated in violation of Section 5.5) the Board of Trustees may (I) contact such Person and its advisors solely for the purpose of clarifying the proposal and any material contingencies and the capability of consummation, so as to determine whether the proposal for a Competing Transaction is reasonably likely to lead to a Superior Competing Transaction and (II) if the Board of Trustees determines in good faith following consultation with its legal and financial advisors that such proposal for a Competing Transaction is reasonably likely to lead to a Superior Competing Transaction, the AMLI Board of Trustees may (directly or through advisors or representatives) (i) furnish non-public information with respect to AMLI and the AMLI Subsidiaries to the Person who made such proposal (provided that AMLI (A) has previously or concurrently furnished such information to Purchaser, (B) shall furnish such information pursuant to a confidentiality agreement which is at least as favorable to AMLI as the Confidentiality Agreement and (C) shall notify Purchaser in writing prior to providing any such information), (ii) disclose to its shareholders any information required to be disclosed under applicable Law, (iii) participate in negotiations regarding such proposal and (iv) following receipt of a proposal for a Competing Transaction that constitutes a Superior Competing Transaction, but prior to the AMLI Shareholder Approval, (A) withdraw or modify in a manner adverse to Purchaser, or fail to make, the AMLI Recommendation or recommend that AMLI Common Shareholders approve such Superior Competing Transaction, (B) terminate this Agreement pursuant to, and subject to compliance with, Section 7.1(g) or (C) take any action that any court of competent jurisdiction orders AMLI to take, but in each case referred to in clauses (i) through (iv) only if, after complying with Section 5.6(b), the AMLI Board of Trustees determines in good faith, after consultation with its outside legal counsel, that failure to take such action would be inconsistent with its duties to AMLI or its shareholders under applicable Law. Nothing in this Section 5.6 shall prevent the AMLI Board of Trustees from complying with Rule 14e-2(a) promulgated under the Exchange Act with respect to a...
Board Actions. Any actions required to be taken or determinations to be made by the Board under this Agreement may, at the discretion of the Board, be taken or made by the Compensation Committee or any other duly authorized committee of the Board.
Board Actions. The Company shall have delivered to the Investor resolutions duly adopted by the Company's Board of Directors and, to the extent required by applicable law or by the Company's Articles of Incorporation, the Company's Shareholders, and certified by the Secretary of the Company (i) approving and authorizing the Company's execution and delivery of this Agreement, the Notes and the Warrants, and the Company's performance thereunder, and (ii) authorizing the reservation of a sufficient number of shares of the Company's Common Stock to permit the conversion of the Notes and to permit the exercise of the Warrants.
Board Actions. For purposes of this Agreement, any action or determination required or taken by the Board of Parent shall be made by the vote of a majority of its members other than the Executive.
Board Actions. As of the date of this Letter Agreement, the Board of Directors of the Company (the “Board”) has taken the following actions:
(i) the Board has duly appointed Xxxx X. Xxxxx (referred to in this Letter Agreement, collectively with any Successor Director (as defined below) as the “Mantle Ridge Director”), Xxxx X. Xxxxxxx, Xxxxx Xxxxxxx, Art Xxxxxxxxxxx and Xxxxx Xxxx (collectively with the Mantle Ridge Director, the “Initial New Directors”) to serve as directors of the Company with terms expiring at the Company’s next annual meeting of stockholders (including any adjournments or postponements thereof, the “2020 Annual Meeting”), effective as of the date and time this Letter Agreement is fully executed and delivered;
(ii) the Board has accepted the resignations of Xxxxxx-Xxxxxxx Xxxxxxx-Vieujant, Xxxx Xxxxxxxx, Xxxxxxxx X. Xxxxxxxx and Xxxx X. Xxxxxx, effective as of the date and time this Letter Agreement is fully executed and delivered (the “Resigning Directors”);
(iii) the Board has duly adopted a resolution to increase the size of the Board to ten (10) directors, effective as of the date hereof, and to further increase the size of the Board to eleven (11) directors effective upon the completion of the director elections at the 2020 Annual Meeting;
(iv) the Board has resolved to nominate each of the Initial New Directors and Xxxxxx Xxxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxx (Xx. Xxxxxx, Xx. Xxxxxxx, and Messrs. Sadove, Xxxxxxxx and Xxxxxxxx, the “Remaining Directors”) for reelection to the Board, and Xxxx Xxxxx (Xx. Xxxxx, together with the Initial New Directors, the “New Directors”) for election to the Board, at the 2020 Annual Meeting;
(v) the Board has determined that each of the New Directors, other than Xx. Xxxxxxx, is “independent” under the rules and regulations of the New York Stock Exchange (the “NYSE”), and the Company agrees to take such position with the NYSE and other applicable regulatory authorities with respect to each New Director as long as any such New Director continues to reasonably meet such requirements;
(vi) the Board has duly amended and restated the By-Laws of the Company so that they now read in full as set forth in Exhibit A (the “Amended Bylaws”); and
(vii) the Board has duly appointed Xx. Xxxxx to serve as Vice Chairman of the Board, effective upon his becoming a director as provided in subparagraph (i) above.
Board Actions. The Company shall have delivered to the Investor, within 10 business days upon receiving the notice of conversion, resolutions duly adopted by the Company's Board of Directors and, to the extent required by applicable law or by the Company's Articles of Incorporation, the Company's Shareholders, and certified by the Secretary of the Company (i) approving and authorizing the Company's execution and delivery of this Agreement, the Note and the Warrant, and the Company's performance thereunder, and (ii) authorizing the reservation of a sufficient number of shares of the Company's Common Stock to permit the conversion of the Note and to permit the exercise of the Warrant.
