Board of Directors Approvals. The Merger shall have been approved by appropriate action of the Board of Directors of GG.
Board of Directors Approvals. The Board of Directors of BlackRock and BlackRock Merger Sub, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the Merger are advisable, fair to, and in the best interests of BlackRock and its stockholders, (ii) duly and validly approved and taken all corporate action required to be taken by the Board of Directors to authorize the consummation of the Transactions and (iii) recommended that the stockholders of BlackRock Merger Sub or BlackRock, as applicable, approve and adopt this Agreement and the Merger, and none of the aforesaid actions by such Board of Directors has been amended, rescinded or modified. BlackRock, as sole stockholder of BlackRock Merger Sub, has adopted this Agreement in accordance with the DGCL.
Board of Directors Approvals. This Agreement, the Related Agreements and the Transaction shall have been duly approved by the board of directors of Seller;
Board of Directors Approvals. The Board of Directors of Novastar shall have approved:
(a) this Agreement and the transactions contemplated hereby;
(b) Amended and Restated Bylaws of Novastar in form and substance reasonably satisfactory to Thorium Power; and
(c) an amendment to Novastar’s certificate of incorporation to: (i) increase the number of authorized shares of Novastar Common Stock to 500,000,000, (ii) change the name of Novastar to Thorium Power Ltd., and (iii) make such other changes to the Novastar certificate of incorporation as may be mutually agreed upon by Novastar and Thorium Power.
Board of Directors Approvals. Notwithstanding anything contained in the Company's Restated Articles of Organization or its bylaws, for so long as Purchasers and the Permitted Transferees own, in the aggregate, at least the Required Interest, the following actions by the Company or any Company Subsidiary shall require the affirmative vote of at least one of the Purchaser Designees prior to the effectiveness or consummation of such action (provided that if Purchasers do not have a representative on the Board of Directors as a result of the failure of the Company to nominate any Purchaser Designee or failure of the shareholders of the Company to elect any Purchaser Designee, then such action shall require the approval of the Purchasers and Permitted Transferees holding a majority of the shares of Common Stock issued pursuant to this Agreement):
(a) the consolidation or merger of the Company with or into another Person (other than a merger of a Company Subsidiary into the Company or another Company Subsidiary); the sale of all or substantially all of the assets of the Company; or, except for sales of receivables under the existing purchase facility with Hellxx Xxxancial, Inc. or its permitted successors or assigns, (up to an aggregate of $200,000,000) the sale, assignment, transfer, lease, conveyance or other disposal of property or assets of the Company or the Company Subsidiaries in one or more related transactions where the aggregate consideration paid exceeds $50,000,000;
(b) the purchase or other acquisition of the business, assets or securities of any other Person (whether by merger, another form of business combination or otherwise) in one or more related transactions where the aggregate consideration paid (exclusive of any future development costs) exceeds $50,000,000;
(c) the issuance of any Senior Securities, or authorization of the issuance of any securities convertible into or exchangeable for, or options, warrants or other rights to acquire, any Senior Securities;
(d) except for any issuances (i) to Purchasers or a Permitted Transferee pursuant to this Agreement or (ii) of securities upon conversion or exercise of any options, notes or debentures outstanding as of the date hereof or (iii) grants of options or issuances of securities upon exercise thereof pursuant to any existing director or employee stock option or stock benefit plan approved by the Company's Board of Directors, the issuance of Parity Securities, or authorization of the issuance of any securities convertible i...
Board of Directors Approvals. The Board of Directors of First shall have approved the issuance of additional shares of common stock of First pursuant to the exercise of the outstanding Warrants in accordance with the terms of the Warrant Agreement and subject to the conditions contained therein, the issuance of a new warrant to purchase additional common stock of First at an exercise price of $.30 per share issuable in accordance with the terms of the Warrant Agreement and subject to the conditions contained therein and the conversion of the outstanding 12% Senior Notes into shares of Common Stock.
Board of Directors Approvals. The Board of Directors of Cadence shall have approved:
(a) A change in Cadence's fiscal year-end from September 30 to December 31, to be effective as of the Effective Time; and
(b) An amendment to Cadence's Bylaws to: (i) eliminate the reference to cumulative voting in Article II, Section 8; and (ii) modify Article III, Section 1 to provide for a minimum of three and a maximum of ten directors.
Board of Directors Approvals. The Board of Directors of the parties, as required, shall have approved the transactions contemplated by this Agreement.
Board of Directors Approvals. Prior to the parties' execution and ----------------------------- delivery of this Agreement, (a) Middlesex's Board of Directors has approved and adopted this Agreement and the transactions contemplated hereby and (b) AFCB'S Board of Directors has approved and adopted this Agreement and the transactions contemplated hereby.
Board of Directors Approvals. (a) The Company shall have a board of directors composed of four directors (the “Board of Directors”). The Majority Class A Members shall be entitled to name two persons to act as directors and representatives of the Class A Members on the Board of Directors and the Majority Class B Members shall be entitled to name one person to act as director and as representative of the Class B Members on the Board of Directors. In addition, at such time as any Class B Member is not also a Class A Member (nor an Affiliate thereof), the Board of Directors shall have at least one director that is an Independent Director, provided that the Independent Director shall only be permitted to vote on the matters specified in Section 6.4(e)(xvii). Each director shall at all times be a “citizen of the United States” within the meaning of Section 2 of the Shipping Act of 1916. The initial Class A Member directors and the initial Class B Member director are listed on Schedule 6.4(a) hereto. All directors shall be natural persons. Each Director is a “manager” within the meaning of the LLC Act.
(b) The Majority Class A Members shall have the exclusive right from time to time to select, appoint and remove (with or without cause) the director acting as their representative(s) on the Board of Directors. The Majority Class B Members shall have the exclusive right from time to time to select, appoint and remove (with or without cause) the director(s) acting as their representative(s) on the Board of Directors. Any vacancy occurring on the Board of Directors due to the death, disability, removal or resignation of a director shall be filled by a majority of the class of Members who appointed the director and as whose representative the deceased, disabled, removed or departing director served, and in the case of the Independent Director, shall be filled by the Majority Class A Members. In the event a Member fails or refuses to appoint representatives to the Board of Directors for any reason (and has actual notice of the death, resignation or other refusal to serve of any person previously acting as a member of the Board of Directors and representing such Member) so that for a period of fifteen days or more after such notice there is no representative of such Member acting as a member of the Board of Directors, then such Member shall be deemed to have consented to any actions taken by the Board of Directors (other than any action requiring the vote of the Required Directors) after the expirat...
