Board Vote. Except as set forth in Section 7.9 and except as provided in Section 3.4 relating to a unanimous Vote of Members, all decisions by the Company (including the incurrence of any liabilities by the Company other than those related solely to the ownership of the Shares) will be made by the affirmative Vote of a majority of the Managing Directors without regard to vacancies.
Board Vote. Meetings of directors shall make decisions by passing resolutions. A resolution is passed if:
Board Vote. At or prior to the date hereof, the Board of Directors, at a meeting duly called and held, has, by unanimous vote of all directors then in office (other than any director abstaining from such vote), (a) determined that this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interest of KiOR’s stockholders; and (b) approved and adopted this Agreement and the transactions contemplated hereby.
Board Vote. 7.04. Actions by the Board; Committees; Delegation and Duties
Board Vote. (a) The Directors appointed to the Board by Discovery shall collectively have one vote (the “Discovery Vote”), and the Directors appointed to the Board by Hasbro shall collectively have one vote (the “Hasbro Vote”). Any resolution adopted, decision made or action undertaken by the Board shall require two affirmative votes (i.e., an affirmative Discovery Vote and an affirmative Hasbro Vote).
Board Vote. An affirmative vote at a meeting duly noticed in accordance with the provisions of this Agreement where the vote of the Directors present constitutes the requisite approval specified in the relevant Section of this Agreement or, if there is no requisite approval stated in the relevant Section, then by an affirmative vote of the Directors at such a duly noticed meeting whose vote constitutes a majority of the Directors; or
Board Vote. Notwithstanding Section 2(a) above, the vote or affirmative consent of the entire Board shall be necessary for authorizing, effecting or validating the issuance of any new shares of capital stock of the Company that are senior to the Series F Stock with respect to rights of distribution, liquidation, winding up or dissolution.
Board Vote. The Board of Directors, at a meeting duly called and held, has, by unanimous vote of all directors then in office (other than any director abstaining from such vote), (a) determined that this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby are advisable and in the best interest of the Company’s stockholders; and (b) approved and adopted this Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby.
Board Vote. At or prior to the date hereof, the board of directors of Parent, at a meeting duly called and held or by written consent, has, by unanimous vote or by written consent of all directors, (a) determined that this Agreement and the Transactions, including the Merger , are advisable, fair to and in the best interest of Parent’s stockholders, and (b) approved and adopted this Agreement and the Transactions, including the Merger. At or prior to the date hereof, the board of directors of Merger Sub, at a meeting duly called and held, has, by unanimous vote of all directors, (a) determined that this Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interest of Merger Sub’s sole stockholder, and (b) approved and adopted this Agreement and the Transactions, including the Merger. This Agreement has been approved and adopted by Parent as the sole shareholder of Merger Sub.
Board Vote. The Board of Directors of Parent, at a meeting duly called and held on August 11, 2004, has by the unanimous vote of those directors present determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to and in the best interests of Parent and the stockholders of Parent and has approved the same.
