Board Consent Sample Clauses
Board Consent. The board of directors of each Party, in its sole discretion, shall have authorized and approved such Party’s executing, delivering and performing this Agreement.
Board Consent. Without limitations as may be provided in the Restated Articles, for so long as any Preferred Shares are outstanding, the following acts by the Group Companies shall in each case require the prior written approval of a majority of the Board which majority shall include all the Preferred Directors:
(a) the acquisition (by way of purchase or otherwise) by any Group Company of any interest in any real property except a lease of office premises;
(b) the adoption of the annual budget, business plan and the establishment of performance milestones or corporate benchmarks for the Group Companies, and any material deviations therefrom;
(c) the establishment or acquisition of any subsidiary or joint venture;
(d) incurrence of indebtedness in excess of US$300,000 individually or in excess of US$1,500,000 in the aggregate during any fiscal year;
(e) any loans by any Group Company to any director, officer or employee;
(f) the purchase or lease by any Group Company of any motor vehicle valued in excess of US$25,000;
(g) the purchase by any Group Company of any securities of any other company in excess of US$30,000 individually or in the aggregate in a consecutive twelve (12)-month period;
(h) the increase in compensation of any of the five (5) most highly compensated employees of any Group Company by more than twenty-five (25%) in a consecutive twelve (12)-month period;
(i) any transaction or series of transactions between any Group Company and any holder of Ordinary Shares, director, officer or employee of any Group Company that is not in the ordinary course of business or for which the aggregate value exceeds US$30,000;
(j) any material changes in any Group Company’s business plan or the appointment of any directors in any Group Company;
(k) any amendment or adoption of any new employee stock option plan (or increase of any share reserve thereunder), or approving changes to senior management compensation and bonuses;
(l) dismissal or appointment of key executives of the Group Companies (including without limitation, CEO, CFO (or Financial VP or Financial Controller), CTO or other management personnel above the vice-president level);
(m) any change in the accounting methods of the Company or any change in the Company’s auditors;
(n) any fund transfer from the Company to any PRC Company that is of an amount of more than or RMB500,000 (for a single transfer or an aggregate sum of a series of consequent transfers within one month); or
(o) any change in the scope, nature a...
Board Consent. 4.1 The parties acknowledge that this Licence is conditional upon the Board’s approval which will not be unreasonably refused.
4.2 Notwithstanding clause 4.1 above, the Board may withhold its approval to the Licence if the Board believes (in its sole discretion) that the Licence will not be in the best interest of the Scheme or it is not feasible or economic to reticulate water to the Licensee or if the Licensor does not hold the requisite number of Ordinary Shares or Construction Shares.
Board Consent. Every reference in this Agreement to a majority or other proportion of directors on the Board shall refer to a majority or other proportion of the votes of the directors as provided in Section 3.2.2 of Article Fourth, Part B, of the Restated Certificate, as amended from time to time.
Board Consent. Whenever pursuant to the terms this Agreement the consent, approval or decision of the Board is required, Internet Services Provider shall be entitled to rely on a letter or email from the SPSCGB under direction of the board and acting as an authorized representative stating that such consent, approval or decision has been given by the Board and such letter shall not be unreasonably withheld or delayed. Any such consent, approval or decision given by the Board shall not, in any way, amend the terms of this Agreement.
Board Consent. Contemporaneously with the execution of this agreement, the Company shall deliver to the Investor the written consent of the directors of the Board of Directors of the Company, attached hereto as Exhibit B, approving the form, terms, and provisions of this Agreement and authorizing the issuance of Investor’s Common Stock.
Board Consent. Cyalume and OmniGlow will secure their respective Board’s / Member’s consent to the Second Amendment, and will provide all Parties copy of the corresponding written resolution.
Board Consent. Whenever pursuant to the terms this Agreement the consent, approval or decision of the Board is required, the Vendor shall be entitled to rely on a letter or email from the SPSCGB under direction of the board and acting as an authorized representative stating that such consent, approval or decision has been given by the Board and such letter shall not be unreasonably withheld or delayed. Any such consent, approval or decision given by the Board shall not, in any way, amend the terms of this Agreement.
Board Consent. The Board shall have taken all corporate, legal, tax and regulatory actions it deems advisable or necessary to authorize the Note Exchange and the other transactions contemplated thereby.