Certain Board Matters Sample Clauses
The 'Certain Board Matters' clause defines specific decisions or actions that require approval by the board of directors, often with a heightened voting threshold or unanimous consent. In practice, this clause typically lists key issues such as mergers, acquisitions, major financial commitments, or changes to company bylaws that cannot be decided by management alone. Its core function is to ensure that significant corporate actions receive appropriate oversight and consensus among board members, thereby protecting the interests of all stakeholders and preventing unilateral decision-making on critical matters.
Certain Board Matters. If, prior to the Closing, the Board of Directors of EOG votes upon any matter that specifically relates to EOG's operations or proposed operations in India or China, then the parties agree that, in addition to the vote of the Board of Directors required under the Delaware General Corporation Law and EOG's Certificate of Incorporation or Bylaws, such matter will also require the concurrence of the Special Committee.
Certain Board Matters. (a) The Company shall reduce the size of its Board of Directors and take all steps necessary or advisable to eliminate the classification of its Board of Directors at the Company’s next annual meeting of shareholders (the “Annual Meeting”), which is expected to occur in May or June 2009.
(b) No later than the Annual Meeting, the Board of Directors shall amend and restate its director compensation policy to provide, “Directors who are not our executive officers or employees receive an annual cash fee of $20,000, payable in equal quarterly installments on the first business day following the end of the calendar quarter, and an annual grant of 25,000 restricted shares of our common stock, which shall be made at the annual meeting of our stockholders and shall vest at the next annual meeting of our stockholders. The chairperson of our board of directors, if any, and the chairperson of our audit committee will each receive an additional cash payment of $5,000 per year, payable in equal quarterly installments.”
(c) So long as a Purchaser owns at least 50% of the outstanding Series A-1 Shares, the Nominating Committee of the Board will consider one nominee to serve as a director of the Company proposed by such Purchaser; provided such nomination complies with the procedures set forth in the Certificate, Bylaws and the Company's Charter of the Nominating Committee; provided, further, that such nominee qualifies as independent and a financial expert in accordance with the rules of the SEC and the NYSE Alternext.
Certain Board Matters. Each of the Shareholders acknowledges and agrees with the other Shareholder that the following actions with respect to the Company or any subsidiary thereof require the prior approval of an absolute majority of the Directors (currently being four (4)):
(a) launching of any new business outside of the scope of the Company Business;
(b) subject to the provisions of Section 4.5, entering into any distribution or carriage agreement respecting the Channel;
(c) any matter outside of the ordinary course of business;
(d) the establishment or adoption by the Company of a Share option or Share incentive scheme or employee Share trust or Share ownership plan or any similar plan;
(e) adoption or amendment of any profit sharing, health or other employee benefit plan;
(f) any matter which under the Laws of Switzerland must be approved by the Board of Directors;
(g) the approval or amendment of any Annual Budget or Current Business Plan;
(h) any spending of more than US$ 50,000 in excess of the aggregate amounts set forth in the then-applicable approved Annual Budget;
(i) subject to the provisions of Section 4.4, entering into any commitment or Contract that requires the Company to spend more than US$ 50,000 in excess of the amounts set forth in the then applicable Annual Budget;
(j) subject to the provisions of Section 4.4, the investment, acquisition, purchase or subscription by the Company of (i) any Intellectual Property or (ii) any assets or property, in each case in a single transaction or series of related transactions with an aggregate value in excess of $50,000, including without limitation any Shares Capital or other securities, except if such transaction was expressly and specifically pre-approved as part of the Annual Budget or the Current Business Plan;
(k) the sale, disposition or transfer of (i) any Intellectual Property or (ii) any assets or property of the Company, in each case in a single transaction or series of related transactions with an aggregate value in excess of $50,000, including without limitation any Share Capital or other securities, except if such transaction was expressly and specifically pre-approved as part of the Annual Budget or the Current Business Plan;
(l) subject to the provisions of Section 4.4, entering into any Contract (or series of related Contracts) or consummating any transaction (or series of related transactions) for the provision of services to the Company, requiring the Company to spend in excess of $50,000 in any fiscal...
Certain Board Matters. The Memorandum and Articles of Association of the JVCO shall at all times provide for the indemnification of the Directors and their Affiliates to the maximum extent provided by applicable Law. Subject to applicable Law, at the request of a Director, the JVCO will promptly enter into an indemnification agreement with such Director on customary terms and conditions covering such Director and the Affiliates of such Director. The JVCO shall obtain, maintain and pay for directors’ and officers’ insurance covering each officer of each JVCO Entity and covering each member of the board of directors or similar governing body of each JVCO Entity from an insurer acceptable to Synacor in coverage amounts, and with coverage limitations, as are customarily obtained by U.S. companies of similar size, in a similar line of business, engaged in international operations and with operations in the PRC. The JVCO will promptly reimburse each Director that participates in or attends Board or committee meetings for all reasonable, documented expenses incurred in connection with such participation or attendance, including round-trip travel and lodging.