Board of Directors; Shareholders Sample Clauses

Board of Directors; Shareholders. 10 -------------------------------- ARTICLE III.............................................................................................. 14
Sample 1
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Board of Directors; Shareholders. 10 ARTICLE III.................................................................. 14
Sample 1
Board of Directors; Shareholders. (a) Subject to the terms of this Agreement and the Certificate of Incorporation and the By-Laws, the business and affairs of the Company shall be managed by the Board of Directors, which will initially consist of four directors designated as follows: (i) Holdco shall be entitled to designate two directors (the "Holdco Directors"); and (ii) Harvard shall be entitled to designate two directors (the "Harvard Directors"). For so long as Harvard owns shares of Common Stock, the Board of Directors shall consist of four members. (b) Each Shareholder agrees to vote its shares of Voting Stock of the Company for the removal of any director upon the request of the person who designated such director and shall not vote any of its shares of Voting Stock of the Company for the removal of any director under any other circumstance. In the event that any director is unwilling or unable (by reason of death, resignation or otherwise) to serve as such or is removed in accordance with the terms of this Section 2.1(b), then the Shareholders, prior to the transaction of any other business by the Shareholders or the Board of Directors, shall elect the successor or replacement to such director upon the nomination of the person who designated such director. (c) A quorum for any meeting of the Board of Directors shall consist of two directors (a "Quorum of the Board"), one of which shall be a Holdco Director and one of which shall be a Harvard Director. No action may be taken by the Board of Directors at any meeting unless a Quorum of the Board is present at the time such action is taken. Resolutions of the Board of Directors shall be adopted only by the affirmative vote of the majority of directors present at a meeting at which a Quorum of the Board is present. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent in writing to the taking of such action.
Sample 1
Board of Directors; Shareholders 
Sample 1

Related to Board of Directors; Shareholders

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

  • 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 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.

  • 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.

  • 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.

  • Meeting of the Board of Directors The Board of Directors of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Director by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Directors.

  • 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.

  • Meetings of the Board of Directors The Corporation shall call, and use its best efforts to have, regular meetings of the Board not less often than quarterly. The Corporation shall promptly pay all reasonable and appropriately documented travel expenses and other out-of-pocket expenses incurred by directors who are not employed by the Corporation in connection with attendance at meetings to transact the business of the Corporation or attendance at meetings of the Board or any committee thereof.

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

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