Conduct of Directors Sample Clauses

Conduct of Directors. A Director will at all times conduct himself or herself in a manner that:
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Conduct of Directors. Each Shareholder covenants that, unless so requested by the Shareholder nominating a Director, it will not carry out or cause to be carried out any act whereby such Director will be removed from office, other than for reasons of fraud, wilful misconduct or gross negligence. For the avoidance of doubt, each Shareholder may appoint and remove their Directors at their own discretion. Each Shareholder shall, so far as such Shareholder is lawfully able, ensure that Directors nominated by such Shareholder:
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Conduct of Directors. Each Investor shall procure that the Directors nominated by it shall act in accordance and in a manner consistent with the terms of this Agreement (subject only to them not being in breach of their fiduciary duties as a result), including but not limited to exercising their voting rights in meetings of the Board or otherwise.
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Conduct of Directors. 14.1 Each Director shall read and become familiar with the Articles, these Board Rules and the Company Group policies and procedures, as well as applicable statutory, regulatory and Exchange provisions, setting forth obligations that pertain to his or her position as Director. Each Director must at all times comply with the Articles, these Board Rules and such Company Group policies and procedures, as well as all applicable statutory, regulatory and Exchange provisions, including with respect to transactions involving the Company’s Shares and confidential and privileged information.
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Conduct of Directors. Subject to Section 3(c), upon and after the Acceptance Time, each Stockholder, in such Stockholder’s capacity as a member of the Board of Directors of the Company, shall not take any action with respect to the Company, any of the Company’s subsidiaries or any of their respective, assets, properties, securities or cash or cash equivalents without the prior written consent of Acquisition Sub, with such consent to be given in Acquisition Sub’s sole discretion. Acquisition Sub hereby agrees to indemnify and hold harmless each Stockholder from and against any and all costs, fees and expenses (including without limitation reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts incurred in connection with any claim, legal proceeding, Judgment, arbitration, investigation or inquiry, whether civil, criminal, administrative or investigative, as incurred, arising in connection with or relating to any actual or alleged action or omission taken at the request, pursuant to the instruction or with the consent of Acquisition Sub after the Acceptance Time.
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Conduct of Directors. A Director will at all times conduct himself or herself in a manner that: supports the objectives of the Corporation; serves the overall best interests of the Corporation; subordinates personal interests, and those of any particular constituency, to the best interests of the Corporation; brings credibility and goodwill to the Corporation; respects principles of transparency and due process; demonstrates respect for individuals and human rights; respects and gives fair consideration to diverse and opposing viewpoints; demonstrates due diligence and dedication in preparation for, and attendance at, meetings, special events and in all other activities on behalf of the Corporation; demonstrates good faith, prudent judgment, honesty, transparency and openness in his or her activities performed on behalf of the Corporation; ensures that the financial affairs of the Corporation are conducted in a responsible and transparent manner with due regard for his or her fiduciary responsibilities and public trusteeship; avoids real or perceived conflicts of interest; and conforms with the By-laws and policies approved by the Board, including this Code and the Oath of Office and Confidentiality Agreement. SECTION 3
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Conduct of Directors. Each Party shall, so far as such Party is lawfully able, ensure that its nominee Director or its nominee (in the case of General Meetings of shareholders):
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Related to Conduct of Directors

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Duties of Directors Except as provided in this Agreement, in exercising their rights and performing their duties under this Agreement, the Directors shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

  • Removal of Directors Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • Expenses of Directors The Company shall promptly reimburse in full, each director of the Company who is not an employee of the Company for all of his reasonable out-of-pocket expenses incurred in attending each meeting of the Board of Directors of the Company or any Committee thereof.

  • Indemnification of Directors OFFICERS, EMPLOYEES AND AGENTS

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Certificate of Incorporation; By-laws; Directors and Officers (a) The certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

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