Board of Director Approval. This Agreement shall have been approved by the Board of Directors of Acquirer.
Board of Director Approval. This Agreement shall have been approved by the Board of Directors of Target.
Board of Director Approval. (a) Unless otherwise determined by the Board of Directors pursuant to subsection (b) below, the Company shall not have the authority to approve or undertake any of the following matters without the approval of the Board of Directors (obtained as set forth in Section 5.3(d)):
(i) The hiring, firing, renewal, compensation, evaluation and planning for succession of the chief executive officer and president, the chief financial officer and senior vice presidents and other Officers of similar rank.
(ii) Compensation policies for Company employees, including specific compensation and benefit plans and programs.
(iii) Annual strategic and business plans and amendments thereto (including entering into any unrelated new lines of business) in accordance with Section 7.2, Company-wide financing plans, and Company-wide risk management plans (including a program of insurance).
(iv) Any distribution to the Members in excess of, or in an amount less than, Tax Distributions made in accordance with Sections 9.2(a) and 9.2(b) hereof (which are deemed automatically approved by the Board of Directors, subject to Section 8.2 hereof).
(v) The following material transactions:
(A) Projects, long-term contracts (including cancellation thereof), mergers, consolidations, re-capitalization, acquisitions, divestitures, joint ventures or alliances involving the commitment or transfer by the Company of value in excess of $25 million and shut-downs of material facilities; and
(B) Investments and transactions outside the normal lines of business in excess of $10 million.
(vi) Capital expenditures in excess of 110% of the approved capital expenditure budget or overruns on major projects greater than 10%.
(vii) Individual borrowings and leasing arrangements in excess of $25 million, or if the Board of Directors in its discretion sets a debt ceiling, any borrowing in excess of such debt ceiling.
(viii) Unusual, non-recurring uses of Company credit in support of operations above a $10 million exposure.
(ix) The settlement of actions or claims against the Company involving more than $10 million.
(x) Related-party transactions involving the receipt or payment of more than $5 million in any one transaction or $10 million in any series of related transactions, irrespective of individual amounts (other than transactions reflected by the agreements referred to on Schedules 6.11(b) and 6.11(c) of each of the Xxxxxxxx Disclosure Schedule to the Contribution Agreement and the Chevron Disclosure Schedu...
Board of Director Approval. The board of directors of the Company or similar governing body has, as of the date of this Agreement, unanimously approved, subject to the approval of all of the Company’s stockholders, this Agreement and the transactions contemplated hereby, and resolved to seek the stockholders’ approval and adoption of this Agreement and approval of the Transaction as provided in the applicable Charter Documents.
Board of Director Approval. The Company’s Board of Directors shall have approved and authorized the execution and delivery of this Agreement and the Closing and sale of the Note and Warrants hereunder.
Board of Director Approval. The Company covenants that so long as any shares of Series A Preferred Stock remain outstanding, the approval of the Board of Directors of the Company shall be obtained prior to taking any of the following actions:
(A) The hiring of any officer of the Company;
(B) The adoption of any compensation program, including base salaries and bonus programs for officers and key employees of the Company;
(C) The adoption of any stock option plan and the issuance of any stock and stock options;
(D) The adoption of an annual budget, business or financial plan;
(E) The purchase or lease of any real estate, fixed asset or aircraft lease in excess of $500,000;
(F) The approval by the Company of any obligation or commitment, including capital equipment leases or purchases, with a value in excess of $500,000 or which are outside the most recent business plan or budget approved by the Board of Directors; and
(G) Transfers by stockholders of more than 10,000 shares of the Company's stock; provided, however, that this Section 6.4(vii) shall expire on an initial public offering of the Company's Common Stock resulting in aggregate proceeds (net of underwriting discounts and commissions) to the Company of at least $10,000,000 at a minimum price of $4.00 per share; and provided further, that the provisions of this Section 6.4(vii) shall not apply to transfers by a stockholder to such stockholder's partners, family members and affiliates.
Board of Director Approval. This Agreement shall have been approved by the Board of Directors of Wellxxxxx.
Board of Director Approval. The Board of Directors and Shareholders of CAI shall have approved this Agreement.
Board of Director Approval. This Agreement shall have been approved by the Board of Directors of VHSN.
Board of Director Approval. This Agreement shall have been approved by the Board of Directors of Exodus .
