Board of Directors Review Sample Clauses

Board of Directors Review. The Board of Directors will periodically review the Investment Guidelines and the Company’s investment portfolio but will not review each proposed investment, except as set forth below. Investments must be approved as follows, unless otherwise agreed by Manager and the Board of Directors: an investment committee of the Board of Directors must unanimously approve all transactions involving investments of (i) $35 million or more with respect to first mortgage loans, (ii) $30 million or more with respect to subordinated interests in whole loans, and (iii) $20 million or more with respect to mezzanine loans, preferred equity and commercial real estate properties net leased to tenants; approval by the full Board of Directors is required for investments (i) over $75 million with respect to first mortgage loans, (ii) over $65 million with respect to subordinated interests in whole loans, (iii) over $55 million with respect to mezzanine loans, and (iv) over $50 million with respect to preferred equity and commercial real estate properties net leased to tenants. Manager will have full discretion to invest on behalf of the Company with respect to investments under (i) $35 million with respect to first mortgage loans, (ii) $30 million with respect to subordinated interests in whole loans and, (iii) $20 million with respect to mezzanine loans, preferred equity and commercial real estate properties net leased to tenants. Approval limits are based on the investment amount less any origination fees, discounts or other up-front fees the Company receives in connection with the investment. Manager can rely upon the direction of the Secretary of the Board of Directors to evidence the approval of the Board of Directors. Notwithstanding the foregoing, any Investment entered into with an affiliate of Manager shall be approved by a majority of the Independent Directors.
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Board of Directors Review. The Board of Directors reserves the right to review any decision issued under Level I or Level II of this procedure provided the Board of Directors or its representative notify the parties of its intention to review within ten (10) days after the decision has been rendered. In the event the Board of Directors reviews a grievance under this section, the Board of Directors reserves the right to reverse or modify such decision.
Board of Directors Review. The Board of Directors will periodically review the Investment Guidelines and the Company's investment portfolio but will not review each proposed investment, except as set forth below. Investments must be approved as follows, unless otherwise agreed by Manager and the Company: an investment committee, comprised initially of the Company's Chief Executive Officer and two Independent Directors, must approve capital commitments between $15 million and $50 million; approval by the Company's full Board of Directors is required for investments in excess of $50 million. Manager will have full discretion to invest on behalf of the Company with respect to investments under $15 million. The Chief Investment Officer or Manager may approve any investment of less than $3 million. Manager can rely upon the direction of the Secretary of the Board of Directors to evidence the approval of the Board of Directors. Notwithstanding the foregoing, any Investment entered into with an affiliate of Manager shall be approved by a majority of the Independent Directors.
Board of Directors Review. If the issue is not resolved with the decision of the General Manager, the grievant may present an appeal in writing to the District Board of Directors. Failure of the grievant to take this action within five (5) working days after receipt of the General Manager's decision will constitute a withdrawal of the grievance. The Board of Directors may, in its discretion, appoint an Administrative Hearing Officer to conduct the hearing. If an Administrative Hearing Officer is selected to hear the grievance, the hearing shall be conducted in the accordance with applicable Government Code provisions. The hearing shall be arranged within twenty (20) working days. The decision of the Board or Administrative Hearing Officer is final. The General Xxxxxx shall deliver a copy of the decision to Local 315 and/or employee within ten (10) working days of the hearing.
Board of Directors Review. The decision on the review of the denied claim shall be rendered by the Board of Directors (excluding a Director whose claim is being reviewed) within sixty (60) days after the receipt of the request for review (if no hearing is held) or within sixty (60) days after the hearing if one is held. The decision shall be written and shall state the specific reasons for the decision including reference to specific provisions of this plan on which the decision is based.
Board of Directors Review. Within 30 days after the effective date of this ORDER, and not less than monthly thereafter, the Bank’s board of directors shall review compliance with the provisions of this ORDER. A summary of compliance with each provision and discussions related to the review of the ORDER shall be included in the minutes of the Bank’s board of directors meeting.
Board of Directors Review. The board of directors shall, in any case, re- view and approve or deny an applica- tion on which an official is a direct ob- ligor, or endorser, cosigner or guar- antor if the following computation pro- duces a total in excess of $20,000: (i) Add: (A) The amount of the current appli- cation. (B) The outstanding balances of loans, including the used portion of an approved line of credit, extended to or endorsed, cosigned or guaranteed by the official. (C) The total unused portion of ap- proved lines of credit extended to or endorsed, cosigned or guaranteed by the official. (ii) From the above total subtract: (A) The amount of shares pledged by the official on loans or lines of credit extended to or endorsed, cosigned or guaranteed by the official. (B) The amount of shares to be pledged by the official on the loan or line of credit applied for.
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Related to Board of Directors Review

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

  • 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.

  • 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; 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 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.

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

  • 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

  • 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.

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.

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