Certain Board Actions Sample Clauses

Certain Board Actions. Prior to the Acceptance Time, and as soon as practicable upon receipt of a written notice from an officer of Parent (the “Majority Notice”) certifying that there have been validly tendered pursuant to the Offer and not withdrawn such number of Shares that, when added to the Shares already owned by Parent and its Affiliates, satisfy the Majority Condition, then the Company Board shall (i) take all necessary actions under the Rights Agreement to cause the Rights Agreement to be rendered inapplicable to the Offer, this Agreement, the Merger and the other transactions contemplated by this Agreement; (ii) take all necessary actions to cause Article Sixteen of the Company Certificate of Incorporation to be rendered inapplicable to the Offer, this Agreement and the Merger; and (iii) take all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar applicable law are not applicable to the Offer, this Agreement, the Merger and the other transactions contemplated by this Agreement. No later than the third Business Day after receipt by the Company of the notice described in the first sentence of this Section 5.4, the Company shall deliver to Parent copies of board resolutions certified by an officer of the Company and/or such other documents evidencing the taking of the actions contemplated by this Section 5.4 by the Company Board.
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Certain Board Actions. The parties agree that without the prior unanimous approval of the Directors designated by MUSI and the Frisby Stockholders, the Company will not: (a) dissolve, liquidate, recapitalize or reorganize the Company; or (b) commence any case, proceeding or other action relating to bankruptcy or reorganization of the Company.
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Certain Board Actions. The Executive will not vote on any matter involving the Executive’s own compensation, matters involving Incapacity under Section 8 hereof or any motion involving termination of the Executive’s employment under this Agreement. Notwithstanding the foregoing sentence the Executive may vote on compensation-related plans involving officers, directors or employees as a group, including bonus, stock, and option plans.
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Certain Board Actions. When evaluating any offer of another party for a tender or exchange offer for any equity security of the Corporation, or any proposal to merge or consolidate the Corporation with another corporation, or to purchase or otherwise acquire all of substantially all of the properties and assets of the Corporation, the directors of the Corporation may, in determining what they believe to be in the best interests of the Corporation and its shareholders, give due consideration to the social, Legal, and economic effects on employees, customers, and suppliers of the Corporation and its subsidiaries, and on the communities and geographical areas in which the Corporation and its subsidiaries operate, the economy of the state and the nation, the long-term as well as short-term interests of the Corporation and its shareholders, including the possibility that these interests maybe best served by the continued independence of the Corporation and other relevant facts.
Sample 1
Certain Board Actions. The Executive will not vote on any matter involving the Executive’s own compensation, matters involving Incapacity under Section 8 hereof or any motion involving termination of the Executive’s employment under this Agreement. Notwithstanding the foregoing sentence the Executive may vote on compensation-related plans involving officers, directors or employees as a group, including bonus, stock, and option plans, unless such vote would be prohibited by the rules of any national securities exchange or market on which the Company’s shares are then traded or such vote would impair the Company’s ability to deduct compensation under Section 162(m) of the Internal Revenue Code.
Sample 1
Certain Board Actions. The parties agree that without the prior unanimous approval of the Directors designated by MUSI and the Xxxxxx Group Representative, the Company will not: (a) amend its charter or By-laws; (b) effect an Initial Public Offering which provides for the issuance of more than 1,900,000 shares of Common Stock (without giving effect to any shares of Common Stock to be offered pursuant to the Underwriter's over-allotment option) or at a price per share not within the range set forth in the Barington Agreement; (c) other than as contemplated by the Purchase Agreement and the Ancillary Agreements, make or enter into any contract or commitment involving the payment of money, provision of services or the lending of any funds to any Stockholder or any Affiliate of any Stockholder other than in the ordinary course of business; (d) make or enter into or amend any employment agreement, bonus or severance arrangement with any Xxxxxx Stockholder; (e) issue, grant, deliver, sell, redeem or purchase any shares of the Company's capital stock or any options or warrants with respect to any such shares of the Company's capital stock other than (i) pursuant to the Option Agreement, (ii) pursuant to any Public Offering of capital stock,(iii) as contemplated by clause 5.2(j) below or (iv) any other issuances which, in the aggregate, do not exceed three percent (3%) of the Company's capital stock on a fully-diluted basis; (f) acquire any asset costing in excess of $250,000 or make or agree to make any capital expenditure in excess of $250,000; (g) merge or consolidate with any other Person or sell all or substantially all of the assets of the Company; (h) acquire all or substantially all of the assets of another Person or enter into a partnership or joint venture with another Person, which acquisition, partnership or joint venture has a transaction value in excess of $250,000. (i) incur any indebtedness for borrowed money in excess of $500,000 or guarantee any such indebtedness or sell any debt securities of the Company or guarantee any debt securities of any Person; (j) adopt any employee stock option plan, or any stock appreciation, phantom stock, profit participation or similar agreement or arrangement other than an employee stock option plan containing those terms set forth in Schedule 5.2; (k) sell, mortgage, pledge, dispose or transfer all or a material portion of the Company's assets or business, other than licensing agreements or arrangements entered into in the ordinary cour...
Sample 1
Certain Board Actions. The parties agree that without the prior unanimous approval of the Directors designated by MUSI and the Xxxxxx Group Representative, the Company will not: (a) adopt, during the first twelve months after the Initial Public Offering, any employee stock option plan, or any stock appreciation, phantom stock, profit participation or similar agreement or arrangement other than the 1998 Stock Option Plan, attached as Exhibit B hereto; (b) dissolve, liquidate, recapitalize or reorganize the Company; or (c) commence any case, proceeding or other action relating to bankruptcy or reorganization of the Company.
Sample 1
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Related to Certain Board Actions

  • Board Actions Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take such other actions as are reasonably necessary and appropriate (including using reasonable best efforts to obtain any required consents) to effect the transactions described in this Section 2.4.

  • Board Action When a conflict of interest is relevant to a matter requiring action by the Board of Directors/Trustees or other governing body, the Board member or other governing person, officer, employee, or agent (person(s)) must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the Board and members of committees with governing board delegated powers considering the possible conflict of interest. After disclosure of all material facts, and after any discussion with the person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. In addition, the person(s) shall not participate in the final deliberation or decision regarding the matter under consideration and shall leave the meeting during the discussion of and vote of the Board of Directors/Trustees or other governing body.

  • Certain Actions Each of the Lenders covenants and agrees that only a Majority in Interest shall have the right, but not the obligation, to undertake the following actions (it being expressly understood that less than a Majority in Interest hereby expressly waive the following rights that they may otherwise have under the Borrower Documents):

  • Determinations and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.

  • Company Board Recommendation (a) Subject to the terms of Section 6.3(b) and Section 6.3(c), the Company Board shall recommend that the holders of Company Shares accept the Offer, tender their Company Shares to Acquisition Sub pursuant to the Offer and, if required by the applicable provisions of Delaware Law, adopt this Agreement (the “Company Board Recommendation”). (b) Neither the Company Board nor any committee thereof shall (i) fail to make the Company Board Recommendation to the holders of the Company Shares, (ii) withhold, withdraw, amend or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend or modify in a manner adverse to Parent, the Company Board Recommendation, (iii) adopt, approve, recommend, endorse or otherwise declare advisable the adoption of any Acquisition Proposal (it being understood that, only with respect to a tender offer or exchange offer, taking a neutral position or no position (other than in a communication made in compliance with Rule 14d-9(f) promulgated under the Exchange Act) with respect to any Acquisition Proposal shall be considered a breach of this clause (iii)), or (iv) resolve, agree or publicly propose to take any such actions (each such foregoing action or failure to act in clauses (i) through (iv) being referred to herein as an “Company Board Recommendation Change”). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, if, at any time prior to the Appointment Time, the Company Board receives a Superior Proposal or there occurs an Intervening Event, the Company Board may effect a Company Board Recommendation Change provided that (i) the Company Board determines in good faith (after consultation with outside legal counsel) that the failure to effect a Company Board Recommendation Change would reasonably be expected to be a breach of its fiduciary duties to the Company Stockholders under applicable Delaware Law, and in the case of a Superior Proposal, the Company Board approves or recommends such Superior Proposal; (ii) the Company has notified Parent in writing that it intends to effect a Company Board Recommendation Change, describing in reasonable detail the reasons, including the material terms and conditions of any such Superior Proposal and a copy of the final form of any related agreements or a description in reasonable detail of such Intervening Event, as the case may be, for such Company Board Recommendation Change (a “Recommendation Change Notice”) (it being understood that the Recommendation Change Notice shall not constitute a Company Board Recommendation Change for purposes of this Agreement); (iii) if requested by Parent, the Company shall have made its Representatives available to discuss and negotiate in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of such Recommendation Change Notice; and (iv) if Parent shall have delivered to the Company a written proposal capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Company Board shall have determined in good faith (after consultation with outside legal counsel), after considering the terms of such proposal by Parent, that a Company Board Recommendation Change is still necessary in light of such Superior Proposal or Intervening Event in order to comply with its fiduciary duties to the Company Stockholders under applicable Delaware Law. Any material amendment or modification to any Superior Proposal will be deemed to be a new Superior Proposal for purposes of this Section 6.3. The Company shall keep confidential any proposals made by Parent to revise the terms of this Agreement, other than in the event of any amendment to this Agreement and to the extent required to be disclosed in any Company SEC Reports. (c) Nothing in this Agreement shall prohibit the Company Board from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, and (ii) making any disclosure to the Company Stockholders that the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to make such disclosure would reasonably be expected to be a breach of its fiduciary duties to the Company Stockholders under applicable Delaware Law; provided, however, that in no event shall this Section 6.3(c) affect the obligations of the Company set forth in Sections 6.2 and 6.3; and provided, further, that any such disclosure will be deemed to be a Company Board Recommendation Change unless the Board of Directors publicly reaffirms the Company Board Recommendation within five Business Days of such disclosure.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • Limitations of Liability of the Board and Shareholders of the Investment Company The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.

  • Company Actions The Company hereby consents to the Offer and represents and warrants that (a) its Board of Directors (at a meeting duly called and held), has (i) determined that the Offer and the Merger are fair to and in the best interests of the stockholders of the Company, (ii) resolved to approve the Offer and the Merger and recommend (subject to its fiduciary duties after taking into account advice of legal counsel) acceptance of the Offer and approval and adoption of this Agreement by such stockholders of the Company, (iii) taken all necessary steps to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger, (iv) resolved to elect not to be subject, to the extent permitted by law, to any state takeover law other than Section 203 of the DGCL that may purport to be applicable to the Offer, the Merger or the transactions contemplated by this Agreement and (v) approved the Company Rights Agreement Amendment (as defined below), and (b) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), the Company's financial advisor, has advised the Company's Board of Directors that, in their opinion, the consideration to be paid in the Offer and the Merger to the Company's stockholders is fair, from a financial point of view, to such stockholders. Upon commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations of its Board of Directors in favor of the Offer and the Merger and shall permit the inclusion in the Offer Documents of such recommendations, in each case subject to the fiduciary duties of the Board of Directors of the Company. The Company, IHK and Merger Sub will promptly correct any information provided by them for use in the Schedule 14D-9 that becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable law. IHK and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to provide IHK with any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 and any amendments thereto, promptly after receipt thereof.

  • Action Without Meeting Any action required or permitted to be taken at a Board meeting may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the directors having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and voted.

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