By Board Sample Clauses

By Board. Board shall defend Customers against any third-party suit, claim, action or demand (a “Claim”), and indemnify and hold Customer harmless from any final award of damages or settlement amount (including reasonable legal fees), alleging that the Licensed Software infringe any valid and issued patent, copyright, or trademark of a third party; arising in connection with any such Claim. If any portion of the Licensed Software becomes the subject of a Claim of infringement of any third-party intellectual property rights, Board shall use commercially reasonable efforts to (a) obtain such licenses or (b) make such replacements or modifications to the Licensed Software, in each case as are necessary to permit Customer to continue use of the Licensed Software without infringement and in compliance with this Agreement. If Board is unable to achieve either of the foregoing within sixty (60) days (or such longer period as Customer may determine in good faith) after the holding of infringement or the entry of the injunction, as applicable, Board will refund to Customer the remaining portion of any pre-paid fees for the parts of the Licensed Software for which the use is legally prohibited. The foregoing indemnity obligations are conditioned on Customer: (i) notifying Board promptly in writing of any actual or threatened Claim, (ii) giving Board sole control of the defense thereof and any related settlement negotiations, and (iii) cooperating and, at Board’s request and expense, assisting in such defense.
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By Board. The Board may terminate this Agreement without cause at its discretion upon the provision of not less than seven (7) days written notice of termination from the date such notice is approved by the Board at a duly noticed public meeting. In the event of unilateral termination by the Board, the Board shall pay the Superintendent, as severance pay, all of the aggregate salary and benefits he would have received under this Agreement and the indemnity obligations in Section 7 continue.
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By Board. By the Board: (i) Upon 30 days prior written notice to the Superintendent if he shall become mentally or physically incapacitated for a period of six months or more to such an extent as to prevent him from properly performing each and every one of his duties. (ii) Immediately upon written notice to the Superintendent if he shall be convicted of a felony. (iii) Immediately upon giving of notice for failure to maintain certification required by New York statute, rule or regulation. (iv) The Board shall provide the Superintendent written notice of its tentative decision to terminate the Superintendent’s employment pursuant hereto and shall specify in the notice the date of an executive session (not less than five business days after the date of the notice) scheduled for a meeting between the Board and the Superintendent to discuss the matter. ! If, after such meeting with the Superintendent in executive session (or if the Superintendent fails to attend such meeting), the Board determines to terminate the Superintendent’s employment in accordance with this procedure, it shall provide the Superintendent with written notice setting forth the effective date of such termination which shall be at least 90 days from the date of such notice. (It is understood that the Board will adopt a resolution in open session authorizing such notice). ! Upon the effective date of termination of the Superintendent’s employment, the Board shall pay to the Superintendent a sum of money equal to nine months annual salary of the Superintendent as severance pay to compensate the Superintendent for all rights and interests which the Superintendent may have under this contract, and which the Superintendent hereby agrees shall be in full satisfaction of any and all claims for compensation or damage which the Superintendent might otherwise have as a result of early termination of the employment. (v) After notice and opportunity for a hearing for other good cause shown. “Good cause” shall mean the material failure to perform in accordance with this contract, material failure to follow established Board of Education policy, immoral conduct, conduct constituting a crime, conduct which adversely reflects to a significant degree upon his position as Superintendent of Schools, or (within the meaning of the Education Law), inefficiency, incompetence or neglect of duty, in each case established to such extent as to justify dismissal. The Board shall determine whether to prefer charges in executive...
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By Board. The Board, upon a majority vote at a regular meeting, special meeting, or by way of Electronic Vote, may terminate a Project. Termination will be effective upon sixty (60) days notice, by any means suitable under these Bylaws, to the Project Lead.
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By Board. Except as otherwise expressly provided by statute or in the Certificate or in this Agreement, this Agreement may be amended by the Board, without any action by the Beneficiaries. Except as may otherwise be expressly provided in the Certificate, the Certificate may be amended only by the Board, without any action or approval by the Beneficiaries.
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By Board. The administrative board may amend the provisions of the Agreement, except Sections 5.1., 5.3 12.3., and 13.5. by a two-thirds vote, at any meeting called for that purpose if at least 30 days written notice of the time, purpose, and place of the meeting is provided to all members and members of the board. The written notice must include the specific language of the proposed amendment and advise the members about their right to object to the proposed amendment and the method by which such right may be exercised. The amendment shall not be effective if more than 50 percent of the members appear personally or provide written objection to the proposed amendment prior to the time of the meeting.
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Related to By Board

  • 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 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.

  • ACTION BY BOARD Approved Recommendation(s) Above & Awarded Meeting Date: August 12, 2014

  • Management by Board of Directors (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members hereby delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law and subject to Section 7.1(d), all power and authority related to the Company’s management and control of the business and affairs of the Partnership. (d) Notwithstanding anything herein to the contrary, without obtaining approval of Members representing a Majority Interest, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) to the fullest extent permitted by Applicable Law, dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) through (v) of this Section 7.1(d).

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

  • Composition of the Board of Directors (a) Upon the occurrence of a Walgreens Investor Rights Initiation Event, the Company’s board of directors (the “Board”) took the action necessary to cause one (1) Walgreens Designee to be appointed to the Board. (b) Upon the occurrence of a Walgreens Investor Rights Step-Up Event, the Board shall promptly (and in any case within ten (10) Business Days) after receiving a Walgreens Investor Rights Step-Up Event Notice take all action necessary (including by amending the organizational documents of the Company, if necessary) to cause one (1) additional Walgreens Designee to be appointed to the Board, such that the Board shall have two (2) Walgreens Directors. (c) During the Walgreens Investor Rights Period, subject to the other provisions of this Section 1.1, including Section 1.1(d), and Section 1.2, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include including in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors) to cause the election to the Board of a slate of directors that includes (i) during the Walgreens Enhanced Investor Rights Period, two (2) Walgreens Designees or (ii) otherwise, one (1) Walgreens Designee. (d) WBA shall notify the Company of the identity of any proposed Walgreens Designee, in writing, on or before the time such information is reasonably requested by the Board or the Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about such proposed Walgreens Designee as shall be reasonably requested by the Board or the Governance and Nominating Committee (including, at a minimum, any information regarding such proposed Walgreens Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board). (e) Subject to Section 1.1(d) and Section 1.2, so long as no Walgreens Investor Rights Termination Event has occurred, in the event of (i) the death, disability, removal or resignation of a Walgreens Director, the Board will promptly appoint as a replacement Walgreens Director the Walgreens Designee designated by WBA to fill the resulting vacancy, or (ii) the failure of a Walgreens Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Walgreens Designee stood for election but was nevertheless not elected (such Walgreens Designee, a “Walgreens Specified Designee”), the Board will promptly appoint another Walgreens Designee designated by WBA to serve in lieu of such Walgreens Specified Designee as a Walgreens Director during the term that such Walgreens Specified Designee would have served had such Walgreens Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed a Walgreens Director for all purposes hereunder. Neither the Company nor the Board will remove any Walgreens Director without the prior written consent of WBA, unless such Walgreens Director is no longer eligible for designation as a member of the Board pursuant to Section 1.2 or to the extent necessary to remedy a breach of Section 1.5. (f) The Company will at all times provide each Walgreens Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board. The Company acknowledges and agrees that any such indemnification obligations to indemnify or advance expenses to each Walgreens Director, in his or her capacity as such, for the matters covered by such indemnification obligations, shall be the primary source of indemnification and advancement of such Walgreens Director in connection therewith, and any obligation on the part of any Investor Indemnitor under any Investor Indemnification Agreement to indemnify or advance expenses to such Walgreens Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Walgreens Director may collect as indemnification or advancement from the Company. In the event that the Company fails to indemnify or advance expenses to each Walgreens Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor Indemnitor makes any payment to such Walgreens Director in respect of indemnification or advancement of expenses under any Investor Indemnification Agreement on account of such Unpaid Indemnitee Amounts, such Investor Indemnitor shall be subrogated to the rights of such Walgreens Director under this Agreement in respect of such Unpaid Indemnitee Amounts.

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

  • Change in Board of Directors Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

  • 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 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.

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