BOARD OF DIRECTORS AUTHORITY Sample Clauses

BOARD OF DIRECTORS AUTHORITY. The Board of Directors of the Company shall have full power and authority to interpret, construe and administer and amend prospectively this Plan and the Board's interpretations and construction hereof and actions hereunder shall be binding and conclusive on all persons for all purposes. No Employee, representative or agent of the Company shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to his own willful misconduct or lack of good faith.
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BOARD OF DIRECTORS AUTHORITY. (1) Bancorp’s Board of Directors has the authority to interpret and construe the provisions of this Agreement, including the attached Separation Agreement. (2) The Bank’s Board of Directors has the authority to decide matters relating to termination for Cause or Good Reason, the violation of the Restrictive Covenants and the calculation of benefits. (3) In a decision under paragraph (1) or (2) above, the burden of proof shall be on that Board of Directors and that decision shall be: (A) Subject to the duty of good faith and fair dealing; (B) Supported by clear and convincing evidence; and (C) Made by the affirmative vote of at least three fourths of that Board of Directors. (4) An arbitrator or a court reviewing such a decision by that Board of Directors shall make its own independent decision and not grant deference to the that Board of Director’s decision.
Sample 1
BOARD OF DIRECTORS AUTHORITY. (a) Except as otherwise expressly provided in this Agreement, the business and affairs of the Company shall be managed by or under the direction of a board of directors (the “Board”). No Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or any actual or apparent authority to act for or bind the Company. The Board shall have full power and authority to appoint officers of the Company and to appoint, employ or otherwise engage a Manager or any other Person it determines advisable, in its sole discretion, to act or perform services for, or on behalf of, any member of the Company Group. Each Director, and each officer, Manager and any other Person designated by the Board, shall constitute a “manager” within the meaning of the Act. The Board shall have full power and authority to do, and may direct or delegate to the Manager, any officer or any other Person such power and authority to do, all things on such terms as it deems necessary or appropriate, in its sole discretion, to carry out the provisions of this Agreement and the purposes, policies and business of the Company, including the following: (i) making any expenditures, lending or borrowing money, assuming, guaranteeing or contracting for indebtedness (including the securing of same by deed, mortgage, deed of trust or other lien or encumbrance on any member of the Company Group’s or their respective Affiliates’ assets) and other liabilities, issuing evidences of indebtedness, including indebtedness convertible into Units, and incurring any other obligations; (ii) acquiring, disposing of, mortgaging, pledging, encumbering, hypothecating or exchanging of any or all of any member of the Company Group’s or their respective Affiliates’ assets, Investments and Securities (including exercising or granting any conversion, option, privilege or subscription right or other right available in connection with any assets, Investments and Securities at any time held by any member of the Company Group or their respective Affiliates) or merging, consolidating, reorganizing or otherwise combining any member of the Company Group or their respective Affiliates with or into another Person on such terms as the Board deems advisable, subject to prior approval of the Members only to the extent required under the terms of this Agreement; (iii) using the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement, in...
Sample 1
BOARD OF DIRECTORS AUTHORITY. 3.8.1 The Association shall be governed by a Board of Directors. The Board of Directors shall consist of ten members, to be selected from the Regular Membership. Beginning with the second election of members to the Board of Directors, the Regular Members of that Committee shall be selected as follows: the area served by the Association shall be divided into three geographic regions, with each region represented by a number of representatives assigned to the region based on the number of Regular Members from that region. 3.8.2 To ensure that consistent management is provided for the Association into the future, the initial Board of Directors members shall have terms of one, two or three years. After the initial election, all Board of Directors members will be elected for a three- year term. Those terms will provide that four of the ten committee members will be elected for full terms in two consecutive years and three of the regular committee members will be elected for full terms the third year. 3.8.3 The Board of Directors shall elect a Chair for each fiscal year. In addition, the Board of Directors shall elect a Vice-Chair who will in the absence of the Chair or, in the event of the Chair’s inability or refusal to act, perform the duties of the Chair. 3.8.4 Each member of the Board of Directors shall have one vote. 3.8.5 A majority of the members of the Board of Directors shall be required to transact the business of the Board of Directors. 3.8.6 The Third Party Administrator shall have the general supervisory control over the day to day decisions and administrative activities of the Association. Activities shall include but not be limited to: (1) negotiations and placement for insurance coverage contracts, (2) disbursal of xxxxxxxx to individual Members and Associates for their proportionate charges, (3) payment and management of claims sustained by Members or Associates of the Association and liaison with representatives acting on behalf of participating Members or Associates. 3.8.7 Administrative costs and charges to be paid to the Third Party Administrator shall be negotiated between the Board of Directors and the Administrator. 3.8.8 Pool funds shall be administered by the Association Administrator under the control and supervision of the Board of Directors. The Administrator will be authorized to disburse funds for the processing of covered claims and administrative costs. All parties having check writing authority on Association funds shall be bon...
Sample 1
BOARD OF DIRECTORS AUTHORITY. The Board shall have overall responsibility for managing and supervising the management of the business and affairs of the Company; and the power and authority of the Directors shall be subject only to such restrictions as are imposed by the By-Laws, this Agreement and applicable law.
Sample 1
BOARD OF DIRECTORS AUTHORITY. 8.1 The Board of Directors shall review and supervise the operation of CiaoHub and any other matters relating to the Business. 8.2 The Board of Directors shall have full authority to manage the day-to-day operations of the Business, including, without limitation, the authority to (a) to appoint individuals to act as officers of CiaoHub and delegate to such individuals such authority to act on behalf of CiaoHub and such duties and functions as the Board shall determine and to pay reasonable compensation for such officers’ services; (b) to hold and own any real and/or personal properties in the name of CiaoHub; (c) to acquire from any person by purchase, lease or otherwise, any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of CiaoHub; (d) to borrow money for CiaoHub from banks, other lending institutions, any Joint Venturer, or any affiliates of a Joint Venturer on such terms as the directors deem appropriate; and in connection therewith, to hypothecate, encumber, and grant security interests in the assets of CiaoHub to secure repayment of the borrowed sums and to prepay in whole or in part, refinance, recast, increase, modify or extend any deed of trust, mortgage or other indebtedness of CiaoHub, and, in connection therewith, to execute any extensions, renewals or modifications of such deeds of trust or mortgages; (e) to enter into, perform and carry out contracts of any kind necessary to, in connection with or incidental to, the accomplishment of the purposes of CiaoHub, which contracts may extend beyond the term of CiaoHub; (f) to employ or engage persons, firms or companies (including any Joint Venturer or an affiliate of any Joint Venturer) for the operation, maintenance, marketing and financing of CiaoHub and to pay reasonable compensation for such services; (g) arrange for prosecution: defense and settlement of any third party claim or lawsuit by or against the Joint Venture arising out of the Business; (h) establish and administer a special bank account for deposits to the Joint Venture and withdrawal of expenses incurred in the operation of the Business and disbursements of profits upon with winding up of the Joint Venture; (i) approve all major changes in the scope of the Business; (j) approve major subcontracts; (k) wind up the business affairs of the Joint Venture upon a vote to dissolve CiaoHub; and (l) secure insurance and, to the extent applicable, fidelity bonds as required fo...
Sample 1
BOARD OF DIRECTORS AUTHORITY. Any question concerning the interpretation of this Agreement, any adjustments required to be made under Paragraph 10.0 of this Agreement, and any controversy which may arise under this Agreement shall be determined by the Board of Directors in its sole discretion.
Sample 1
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BOARD OF DIRECTORS AUTHORITY. (1) Bancorp’s Board of Directors has the authority to interpret and construe the provisions of this Agreement, including the attached Separation Agreement. (2) Bancorp’s Board of Directors has the authority to decide matters relating to termination for Cause or Good Reason, the violation of the Restrictive Covenants, and the calculation of benefits. (3) In a decision under Subsection (1) or (2) above, the burden of proof shall be on that Board of Directors and that decision shall be: (A) Subject to the duty of good faith and fair dealing; (B) Supported by clear and convincing evidence; and (C) Made by the affirmative vote of at least three-fourths (3/4) of that Board of Directors. (4) An arbitrator or a court reviewing such a decision by that Board of Directors shall make its own independent decision and not grant deference to the that Board of Director’s decision.
Sample 1
BOARD OF DIRECTORS AUTHORITY 
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Related to BOARD OF DIRECTORS AUTHORITY

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Board “Board” means the Board of Directors of the Company.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

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