Common use of Board Authority Clause in Contracts

Board Authority. (a) The Board of Directors shall have the power to determine, in its sole discretion, all matters necessary for assessing compliance with this Article NINTH, including, without limitation, the identification of Five-Percent Shareholders with respect to the Corporation within the meaning of Section 382 of the Code and the regulations thereunder; the owner shifts, within the meaning of Section 382 of the Code, that have previously taken place; the magnitude of the owner shift that would result from the proposed transaction; the effect of any reasonably foreseeable transactions by the Corporation or any other Person (including any transfer of Stock or Options to acquire Stock that the Corporation has no power to prevent, without regard to any knowledge on the part of the Corporation as to the likelihood of such transfer); the possible effects of an ownership change within the meaning of Section 382 of the Code and any other matters which the Board of Directors determines to be relevant. Moreover, the Corporation and the Board of Directors shall be entitled to rely in good faith upon the information, opinions, reports or statements of the chief executive officer, the chief financial officer, and the chief accounting officer of the Corporation and of the Corporation’s legal counsel, independent auditors, transfer agent, investment bankers, and other employees and agents in making the determinations and findings contemplated by this Article NINTH to the fullest extent permitted by law. Any determination by the Board of Directors pursuant to this Article NINTH shall be conclusive and binding on the Corporation, the Agent, and all other parties for all purposes of this Article NINTH. (b) Nothing contained in this Article NINTH shall limit the authority of the Board of Directors to take such other action, in its sole discretion, to the extent permitted by law as it deems necessary or advisable to preserve the Tax Benefits. (c) In the case of an ambiguity in the application of any of the provisions of this Article NINTH, including any definition used herein, the Board of Directors shall have the power to determine, in its sole discretion, the application of such provisions with respect to any situation based on its belief, understanding or knowledge of the circumstances. In the event this Article NINTH requires an action by the Board of Directors but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine, in its sole discretion, the action to be taken so long as such action is not contrary to the provisions of this Article NINTH. All such actions, calculations, interpretations and determinations which are done or made by the Board of Directors shall be conclusive and binding on the Corporation, the Agent, and all other parties for all purposes of this Article NINTH.

Board Authority. (a) The Board of Directors shall have the power to determine, in its sole discretion, determine all matters necessary for assessing compliance with this Article NINTH[—], including, without limitation, the identification of Five-Percent Shareholders with respect to the Corporation within the meaning of Section 382 of the Code and the regulations thereunder; the owner shifts, within the meaning of Section 382 of the Code, that have previously taken place; the magnitude of the owner ownership shift that would result from the proposed transaction; the effect of any reasonably foreseeable transactions by the Corporation or any other Person (including any transfer of Stock or Options to acquire Stock that the Corporation has no power to prevent, without regard to any knowledge on the part of the Corporation as to the likelihood of such transfer); the possible effects of an ownership change within the meaning of Section 382 of the Code and any other matters which the Board of Directors determines to be relevant. Moreover, the Corporation and the Board of Directors shall be entitled to rely in good faith upon the information, opinions, reports or statements of the chief executive officer, the chief financial officer, and or the chief accounting officer of the Corporation and or of the Corporation’s legal counsel, independent auditors, transfer agent, investment bankers, and other employees and agents in making the determinations and findings contemplated by this Article NINTH [—] to the fullest extent permitted by law. Any determination by the Board of Directors pursuant to this Article NINTH [—] shall be conclusive and binding on the Corporation, the Agent, and all other parties for all purposes of this Article NINTHconclusive. (b) Nothing contained in this Article NINTH [—] shall limit the authority of the Board of Directors to take such other action, in its sole discretion, action to the extent permitted by law as it deems necessary or advisable to preserve protect the Corporation and its shareholders in preserving the Tax Benefits. (c) In the case of an ambiguity in the application of any of the provisions of this Article NINTH[—], including any definition used herein, the Board of Directors shall have the power to determine, in its sole discretion, determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event this Article NINTH [—] requires an action by the Board of Directors but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine, in its sole discretion, determine the action to be taken so long as such action is not contrary to the provisions of this Article NINTH[—]. All such actions, calculations, interpretations and determinations which are done or made by the Board of Directors in good faith shall be conclusive and binding on the Corporation, the Agent, and all other parties for all other purposes of this Article NINTH[—].

Board Authority. (ai) The Board of Directors shall have the power to determine, interpret or determine in its sole discretion, discretion all matters necessary for assessing compliance with this Article NINTHSection 6, including, without limitation, (i) the identification of Five-Percent Shareholders with respect Substantial Stockholders, (ii) whether a Transfer is a Prohibited Transfer, (iii) whether to exempt a Transfer, (iv) the Percentage Stock Ownership of any Substantial Stockholder, (v) whether an instrument constitutes a Corporation within Security, (vi) the meaning amount (or fair market value) due to a Purported Transferee pursuant to clause (B) of Section 382 of the Code 6(e)(iv), and the regulations thereunder; the owner shifts, within the meaning of Section 382 of the Code, that have previously taken place; the magnitude of the owner shift that would result from the proposed transaction; the effect of any reasonably foreseeable transactions by the Corporation or any other Person (including any transfer of Stock or Options to acquire Stock that the Corporation has no power to prevent, without regard to any knowledge on the part of the Corporation as to the likelihood of such transfer); the possible effects of an ownership change within the meaning of Section 382 of the Code and vii) any other matters which the Board of Directors determines to be relevant. Moreover; and the good faith determination of the Board on such matters shall be conclusive and binding for all the purposes of this Section 6. (ii) In addition, the Corporation and the Board of Directors shall be entitled to rely in good faith upon the informationmay, opinions, reports or statements of the chief executive officer, the chief financial officer, and the chief accounting officer of the Corporation and of the Corporation’s legal counsel, independent auditors, transfer agent, investment bankers, and other employees and agents in making the determinations and findings contemplated by this Article NINTH to the fullest extent permitted by law, from time to time establish, modify, amend or rescind bylaws, regulations and procedures of the Corporation not inconsistent with the provisions of this Section 6 for purposes of determining whether any Transfer of Corporation Securities would jeopardize the Corporation’s ability to preserve and use the Tax Benefits and for the orderly application, administration and implementation of this Section 6. (iii) Nothing contained in this Section 6 shall limit the authority of the Board to take such other action to the extent permitted by law as it deems necessary or advisable to protect the Corporation and its stockholders in preserving the Tax Benefits. Any Without limiting the generality of the foregoing, in the event of a change in law making one or more of the following actions necessary or desirable, the Board may, by adopting a written resolution, (A) modify the ownership interest percentage in the Corporation or the Persons covered by this Section 6, (B) modify the definitions of any terms set forth in this Section 6 or (C) modify the terms of this Section 6 as appropriate, in each case, in order to prevent an ownership change for purposes of section 382 of the Tax Code as a result of any changes in applicable Treasury Regulations or otherwise; provided, however, that the Board shall not cause there to be such modification unless it determines, by adopting a written resolution, that such action is reasonably necessary or advisable to preserve the Tax Benefits or that the continuation of these restrictions is no longer reasonably necessary for the preservation of the Tax Benefits. Stockholders of the Corporation shall be notified of such determination through a filing with the Securities and Exchange Commission or such other method of notice as the Secretary of the Corporation shall deem appropriate. (iv) In the case of an ambiguity in the application of any of the provisions of this Section 6, including any definition used herein, the Board shall have the power to determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event this Section 6 requires an action by the Board but fails to provide specific guidance with respect to such action, the Board shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Directors pursuant to this Article NINTH Section 6. All such actions, calculations, interpretations and determinations that are done or made by the Board in good faith shall be conclusive and binding on the Corporation, the Agent, and all other parties for all other purposes of this Article NINTH. (b) Nothing contained in Section 6. The Board may delegate all or any portion of its duties and powers under this Article NINTH shall limit the authority Section 6 to a committee of the Board of Directors to take such other action, in its sole discretion, to the extent permitted by law as it deems necessary or advisable and, to preserve the Tax Benefits. (c) In fullest extent permitted by law, may exercise the case authority granted by this Section 6 through duly authorized officers or agents of an ambiguity the Corporation. Nothing in this Section 6 shall be construed to limit or restrict the Board in the application exercise of any of the provisions of this Article NINTH, including any definition used herein, the Board of Directors shall have the power to determine, in its sole discretion, the application of such provisions with respect to any situation based on its belief, understanding or knowledge of the circumstances. In the event this Article NINTH requires an action by the Board of Directors but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine, in its sole discretion, the action to be taken so long as such action is not contrary to the provisions of this Article NINTH. All such actions, calculations, interpretations and determinations which are done or made by the Board of Directors shall be conclusive and binding on the Corporation, the Agent, and all other parties for all purposes of this Article NINTHfiduciary duties under applicable law.

Board Authority. (a) The Board of Directors shall have the power to determine, in its sole discretion, determine all matters necessary for assessing compliance with this Article NINTH[—], including, without limitation, the identification of Five-Percent Shareholders with respect to the Corporation within the meaning of Section 382 of the Code and the regulations thereunder; the owner ownership shifts, within the meaning of Section 382 of the Code, that have previously taken place; the magnitude of the owner ownership shift that would result from the proposed transaction; the effect of any reasonably foreseeable transactions by the Corporation or any other Person (including any transfer of Stock or Options to acquire Stock that the Corporation has no power to prevent, without regard to any knowledge on the part of the Corporation as to the likelihood of such transfer); the possible effects of an ownership change within the meaning of Section 382 of the Code and any other matters which the Board of Directors determines to be relevant. Moreover, the Corporation and the Board of Directors shall be entitled to rely in good faith upon the information, opinions, reports or statements of the chief executive officer, the chief financial officer, and or the chief accounting officer of the Corporation and or of the Corporation’s legal counsel, independent auditors, transfer agent, investment bankers, and other employees and agents in making the determinations and findings contemplated by this Article NINTH [—] to the fullest extent permitted by law. Any determination by the Board of Directors pursuant to this Article NINTH [—] shall be conclusive and binding on the Corporation, the Agent, and all other parties for all purposes of this Article NINTHconclusive. (b) Nothing contained in this Article NINTH [—] shall limit the authority of the Board of Directors to take such other action, in its sole discretion, action to the extent permitted by law as it deems necessary or advisable to preserve protect the Corporation and its shareholders in preserving the Tax Benefits. (c) In the case of an ambiguity in the application of any of the provisions of this Article NINTH[—], including any definition used herein, the Board of Directors shall have the power to determine, in its sole discretion, determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event this Article NINTH [—] requires an action by the Board of Directors but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine, in its sole discretion, determine the action to be taken so long as such action is not contrary to the provisions of this Article NINTH[—]. All such actions, calculations, interpretations and determinations which are done or made by the Board of Directors in good faith shall be conclusive and binding on the Corporation, the Agent, and all other parties for all other purposes of this Article NINTH[—].

Board Authority. (ai) The Board of Directors shall have the power to determine, interpret or determine in its sole discretion, discretion all matters necessary for assessing compliance with this Article NINTHSection 8.1, including, without limitation, (i) the identification of Five-Percent Shareholders with respect Substantial Members, (ii) whether a Transfer is a Prohibited Transfer, (iii) whether to exempt a Transfer, (iv) the Corporation within Percentage Equity Ownership of any Substantial Member, (v) whether an instrument constitutes a Company Security, (vi) the meaning amount (or fair market value) due to a Purported Transferee pursuant to clause (B) of Section 382 of the Code 8.1(f)(iv), and the regulations thereunder; the owner shifts, within the meaning of Section 382 of the Code, that have previously taken place; the magnitude of the owner shift that would result from the proposed transaction; the effect of any reasonably foreseeable transactions by the Corporation or any other Person (including any transfer of Stock or Options to acquire Stock that the Corporation has no power to prevent, without regard to any knowledge on the part of the Corporation as to the likelihood of such transfer); the possible effects of an ownership change within the meaning of Section 382 of the Code and vii) any other matters which the Board of Directors determines to be relevant. Moreover, the Corporation ; and the Board of Directors shall be entitled to rely in good faith upon the information, opinions, reports or statements determination of the chief executive officer, the chief financial officer, and the chief accounting officer of the Corporation and of the Corporation’s legal counsel, independent auditors, transfer agent, investment bankers, and other employees and agents in making the determinations and findings contemplated by this Article NINTH to the fullest extent permitted by law. Any determination by the Board of Directors pursuant to this Article NINTH on such matters shall be conclusive and binding on the Corporation, the Agent, and all other parties for all the purposes of this Article NINTHSection 8.1. (bii) In addition, the Board may, to the extent permitted by law, from time to time establish, modify, amend or rescind this Agreement or any regulations and procedures of the Company not inconsistent with the provisions of this Section 8.1 for purposes of determining whether any Transfer of Company Securities would jeopardize the Company’s ability to preserve and use the Tax Benefits and for the orderly application, administration and implementation of this Section 8.1. (iii) Nothing contained in this Article NINTH Section 8.1 shall limit the authority of the Board of Directors to take such other action, in its sole discretion, action to the extent permitted by law as it deems necessary or advisable to protect the Company and its Members in preserving the Tax Benefits. Without limiting the generality of the foregoing, in the event of a change in law making one or more of the following actions necessary or desirable, the Board may, by adopting a written resolution, (i) modify the ownership interest percentage in the Company or the Persons covered by this Section 8.1, (ii) modify the definitions of any terms set forth in this Section 8.1 or (iii) modify the terms of this Section 8.1 as appropriate, in each case, in order to prevent an ownership change for purposes of section 382 of the Code as a result of any changes in applicable Treasury Regulations or otherwise; provided, however, that the Board shall not cause there to be such modification unless it determines, by adopting a written resolution, that such action is reasonably necessary or advisable to preserve the Tax Benefits or that the continuation of these restrictions is no longer reasonably necessary for the preservation of the Tax Benefits. The Members shall be notified of such determination through such method of notice as the Secretary of the Company shall deem appropriate. (civ) In the case of an ambiguity in the application of any of the provisions of this Article NINTHSection 8.1, including any definition used herein, the Board of Directors shall have the power to determine, in its sole discretion, determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event this Article NINTH Section 8.1 requires an action by the Board of Directors but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine, in its sole discretion, determine the action to be taken so long as such action is not contrary to the provisions of this Article NINTHSection 8.1. All such actions, calculations, interpretations and determinations which that are done or made by the Board of Directors in good faith shall be conclusive and binding on the CorporationCompany, the Agent, and all other parties for all other purposes of this Article NINTHSection 8.1. The Board may delegate all or any portion of its duties and powers under this Section 8.1 to a committee of the Board as it deems necessary or advisable and, to the fullest extent permitted by law, may exercise the authority granted by this Section 8.1 through duly authorized officers or agents of the Company. Nothing in this Section 8.1 shall be construed to limit or restrict the Board in the exercise of its fiduciary duties under applicable law.

Board Authority. (a) The Board of Directors shall have the power to determine, in its sole discretion, determine all matters necessary for assessing compliance with this Article NINTH[·], including, without limitation, the identification of Five-Percent Shareholders with respect to the Corporation within the meaning of Section 382 of the Code and the regulations thereunder; the owner shifts, within the meaning of Section 382 of the Code, that have previously taken place; the magnitude of the owner ownership shift that would result from the proposed transaction; the effect of any reasonably foreseeable transactions by the Corporation or any other Person (including any transfer of Stock or Options to acquire Stock that the Corporation has no power to prevent, without regard to any knowledge on the part of the Corporation as to the likelihood of such transfer); the possible effects of an ownership change within the meaning of Section 382 of the Code and any other matters which the Board of Directors determines to be relevant. Moreover, the Corporation and the Board of Directors shall be entitled to rely in good faith upon the information, opinions, reports or statements of the chief executive officer, the chief financial officer, and or the chief accounting officer of the Corporation and or of the Corporation’s legal counsel, independent auditors, transfer agent, investment bankers, and other employees and agents in making the determinations and findings contemplated by this Article NINTH [·] to the fullest extent permitted by law. Any determination by the Board of Directors pursuant to this Article NINTH [·] shall be conclusive and binding on the Corporation, the Agent, and all other parties for all purposes of this Article NINTHconclusive. (b) Nothing contained in this Article NINTH [·] shall limit the authority of the Board of Directors to take such other action, in its sole discretion, action to the extent permitted by law as it deems necessary or advisable to preserve protect the Corporation and its shareholders in preserving the Tax Benefits. (c) In the case of an ambiguity in the application of any of the provisions of this Article NINTH[·], including any definition used herein, the Board of Directors shall have the power to determine, in its sole discretion, determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event this Article NINTH [·] requires an action by the Board of Directors but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine, in its sole discretion, determine the action to be taken so long as such action is not contrary to the provisions of this Article NINTH[·]. All such actions, calculations, interpretations and determinations which are done or made by the Board of Directors in good faith shall be conclusive and binding on the Corporation, the Agent, and all other parties for all other purposes of this Article NINTH[·].

Board Authority. (a) The Board of Directors shall have the power to determine, via Unanimous Board Consent, in its the sole discretionand absolute discretion of the Board of Directors, all matters necessary for assessing compliance with this Article NINTHXV, including, without limitation, (a) the identification of any Five-Percent Shareholders with respect to Shareholder, (b) whether a Transfer is a 5% Transaction, a Prohibited Transfer or a Permitted Transfer, (c) whether an Issuance is a Prohibited Issuance, (d) the Corporation within Percentage Stock Ownership in the meaning of Section 382 of the Code and the regulations thereunder; the owner shifts, within the meaning of Section 382 of the Code, that have previously taken place; the magnitude of the owner shift that would result from the proposed transaction; the effect corporation of any reasonably foreseeable transactions by Five-Percent Shareholder, (e) whether an instrument constitutes Corporation Securities, (1) the Corporation amount (or any other Person fair market value) due to a Purported Transferee pursuant to Section 15.7(c), and (including any transfer of Stock or Options to acquire Stock that the Corporation has no power to prevent, without regard to any knowledge on the part of the Corporation as to the likelihood of such transfer); the possible effects of an ownership change within the meaning of Section 382 of the Code and g) any other matters which the Board of Directors determines determines, in its sole and absolute discretion, to be relevant. Moreover, ; and the Corporation and determination of the Board of Directors shall be entitled to rely in good faith upon the information, opinions, reports or statements of the chief executive officer, the chief financial officer, and the chief accounting officer of the Corporation and of the Corporation’s legal counsel, independent auditors, transfer agent, investment bankers, and other employees and agents in making the determinations and findings contemplated by this Article NINTH to the fullest extent permitted by law. Any determination by the Board of Directors pursuant to this Article NINTH on such matters shall be conclusive and binding on the Corporation, the Agent, and all other parties for all the purposes of this Article NINTHXV. (b) Nothing contained in this Article NINTH herein shall limit the authority of the Board of Directors to take such other action, in its sole and absolute discretion, to the extent permitted by law as it deems necessary or advisable to protect the corporation, any direct or indirect subsidiary thereof and the interests of the holders of the Corporation Securities in preserving the Tax Benefits. Without limiting the generality of the foregoing, in the event of a change in law or Treasury Regulations making one or more of the following actions necessary or desirable, the Board of Directors shall (i) modify the specific application of the Transfer restrictions set forth in Section 15.3 hereof, or (ii) modify the definitions of any terms set forth in this Article XV; provided that the Board of Directors shall determine, via Unanimous Board Consent, in the sole and absolute discretion of the Board of Directors, that such modification is reasonably necessary or advisable to preserve the Tax BenefitsBenefits under the Code and the Treasury Regulations thereunder. (c) In the case of an ambiguity in the application of any of the provisions of this Article NINTHXV, including any definition used hereincontained in Section 15.2 of this Article XV, the Board of Directors shall have the power to determine, via Unanimous Board Consent, in its the sole discretionand absolute discretion of the Board of Directors, the application of such the provisions of this Article XV with respect to any situation based on its belief, understanding or knowledge of the circumstancesfacts known to it. In the event this Article NINTH XV requires an action by the Board of Directors but and this Certificate of Incorporation fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine, via Unanimous Board Consent in its the sole discretionand absolute discretion of the Board of Directors, the action to be taken so long as such action is not contrary to the provisions of this Article NINTH. All such actionsSections 15.1, calculations15.2, interpretations 15.3 or 15.4. (d) The Board of Directors may, at any time, via Unanimous Board Consent, in the sole and determinations which are done or made by absolute discretion of the Board of Directors shall be conclusive and binding on Directors, determine that the Corporation, the Agent, and all other parties for all purposes provisions of this Article NINTHXV shall no longer apply.