BOARD OF DIRECTORS VOTING REQUIREMENTS Sample Clauses

BOARD OF DIRECTORS VOTING REQUIREMENTS. So long as at least fifty percent (50%) of the Series A Preferred Stock remains outstanding and the Investors continue to own at least eighty percent (80%) of the shares of such Series A Preferred Stock (or shares of common stock issued upon conversion of the Series A Preferred Stock) held by the Investors as of the date of this Agreement, the Company may not, without the unanimous consent of the Board of Directors (of which no director's consent shall be withheld unreasonably, in bad faith or contrary to the Company's best interests or such director's applicable fiduciary duty), approve or authorize: (a) the Company's annual budget (in its entirety) and business plan including its mid-term strategy; provided, however, that each member of the Board of Directors will vote in favor of a budget that substantially comports with any of the Company's budgets, operations and practices in the ordinary course of business from and during the Company's previous fiscal years; (b) the Company's fiscal year-end financial statements; provided, however, that each member of the Board of Directors will vote in favor of the Company's financial statements if such statements were prepared in accordance with past practices and generally accepted accounting principals under applicable laws; (c) a declaration or payment of a dividend on shares of the Company's capital stock in a given fiscal year, if (i) the aggregate amount of dividends to be distributed in such fiscal year exceeds the Company's net profits for such fiscal year, or (ii) no dividend was declared or paid by the Company in the previous three (3) fiscal years; (d) a sale of any part of the Company's business or assets valued at a sale price greater than ten percent (10%) of the fair market value of the total assets of the Company prior to the consummation of such sale or Y1,000,000,000; (e) a purchase of a business or assets for a purchase price greater than ten percent (10%) of the fair market value of the total assets of the Company after the consummation of such purchase or Y1,000,000,000; (f) salaries, bonuses or retirement bonuses for a member of the Board of Directors in an amount greater than Y100,000,000 during any year; (g) a term sheet, proposal or letter of intent or any other contract or agreement (i) which will result in payment or receipt by the Company of an amount greater than ten percent (10%) of the fair market value of the total assets of the Company or an amount greater than the gross sales gener...
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Related to BOARD OF DIRECTORS VOTING REQUIREMENTS

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

  • 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

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

  • 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.

  • INFORMATION REQUESTED BY BOARD OF DIRECTORS LIFE COMPANY and AVIF (or its investment adviser) will at least annually submit to the Board of Directors of AVIF such reports, materials or data as the Board of Directors may reasonably request so that the Board of Directors may fully carry out the obligations imposed upon it by the provisions hereof or any exemptive order granted by the SEC to permit Mixed and Shared Funding, and said reports, materials and data will be submitted at any reasonable time deemed appropriate by the Board of Directors. All reports received by the Board of Directors of potential or existing conflicts, and all Board of Directors actions with regard to determining the existence of a conflict, notifying Participating Insurance Companies and Participating Plans of a conflict, and determining whether any proposed action adequately remedies a conflict, will be properly recorded in the minutes of the Board of Directors or other appropriate records, and such minutes or other records will be made available to the SEC upon request.

  • 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.

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