Consideration by the Board Sample Clauses

Consideration by the Board. The Board of Directors shall set the matter for consideration at its next regularly scheduled meeting. Members of the Board shall not inquire into or otherwise discuss the allegations or the Corporate Governance Committee's ruling until the same have been presented to the Board. The respondent and a representative of the Corporate Governance Committee may, but are not required to, be present and may address the Board. No person who has previously participated in any aspect of the Corporate Governance Committee's review or deliberations (including the Investigation Subcommittee) shall participate in the deliberative appeal process.
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Consideration by the Board. If the College President chooses to seek discharge of the faculty member, they shall transmit the full report of the judicial committee and its action to the Board, but the President will not take action unless the faculty member shall have at least one (1) week notice before the Board meeting at which the Board will vote. The Board’s review shall be based on the report of the Judicial Committee. The faculty member shall have the right to address the Board directly in writing and/or orally in closed session with reasonable time limits, at the faculty member’s preference, regarding the administration’s recommendation, before the Board takes action, and shall be entitled to representation during such an address. The union shall also have the right to address the Board directly before a vote for discharge. Only after study of the judicial committee’s full report and recommendation and the College President’s recommendation shall the Board make its final decision through a vote. Any member of the Board who has, or may reasonably be perceived to have, a bias or conflict of interest with respect to the case shall be excused from participating in or voting on the matter. A copy of the decision will be delivered to the parties either by hand or by certified mail. In this decision, the Board will direct the President to initiate action consistent with its conclusions.
Consideration by the Board. As the entering into of the Agreement on the Arrangement of Matters in relation to the Mecca Light Rail Project constitutes a connected transaction between the Company and CRCCG, Xx. XXXX Xxxxxxxx and Xx. XXXX Xxxxxxx, both connected Directors, did not exercise their voting rights nor exercise voting rights on behalf of other Directors on the relevant resolution. The remaining six non-connected Directors with voting rights have considered and unanimously approved the aforesaid resolution, and were of the view that the Agreement is on normal commercial terms and entered into after arm’s length negotiations between the parties; the terms of the Agreement are fair and reasonable and are in the interests of the Company and all the shareholders as a whole. All the independent non-executive Directors of the Company are of the view that the arrangement on matters in relation to the Mecca Light Rail Project allows the Company to cease bearing any risks arising from the Subsequent Implementation of the Project. The maximum losses to be incurred by the Company in respect of the Project have been fixed. In addition, the arrangements on allocation of the income from claims may help further cut the losses from the Project or even achieve a turnaround in respect of the Project. Therefore, the interests of the Company’s shareholders, especially the minority shareholders, could be protected. Given that the consideration of the transactions under the arrangement on matters in relation to the Mecca Light Rail Project is fair and reasonable, and the voting procedures for the relevant resolution were in compliance with the laws and regulations and other regulatory documents as well as the Articles of Association, all the independent non-executive Directors approved the implementation of the arrangement on matters in relation to the Mecca Light Rail Project. As CRCCG is a central enterprise in which SASAC performs its duties as a capital contributor, and an investment institution authorized by the State, the aforesaid arrangement on matters in relation to the Mecca Light Rail Project made by the Company will further facilitate the implementation of the Mecca Light Rail Project, ensure a smooth completion thereof and help properly deal with the claim issues relating to the Project. Upon the signing of the Agreement on the Arrangement of Matters in relation to the Mecca Light Rail Project, the Company will cease to bear any risks arising from the Subsequent Implementation of the...
Consideration by the Board. If the College President chooses to seek dismissal of the faculty member, they shall transmit the full report of the Judicial Committee and its action to the Board. The Board’s review shall be based on the record of the judicial committee hearing, accompanied by opportunity for argument, oral or written or both, by the principals or their representatives. Only after study of the Judicial Committee’s full report and recommendation and the College President’s recommendation shall the Board make its final decision through a vote.

Related to Consideration by the Board

  • Termination by the Company This Agreement may be terminated and the Mergers may be abandoned at any time prior to the First Effective Time by action of the Board of Directors of the Company if: (a) the Board of Directors of Parent shall have made a Parent Change in Recommendation; provided, however, that the Company will not have the right to terminate this Agreement pursuant to this Section 7.03(a) if the Parent Requisite Vote has been obtained; or (b) there has been a breach of any representation, warranty, covenant or agreement made by Parent or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 6.03(a) or 6.03(b) would not be satisfied and such breach or failure to be true is not curable or, if curable, is not cured following written notice to Parent from the Company of such breach or failure by the earlier of (x) the 30th day following such written notice and (y) the Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.03 if the Company is then in breach of any of its representations, warranties, covenants or agreements under this Agreement in a manner such that the conditions set forth in Sections 6.02(a) or 6.02(b) would not be satisfied (unless capable of being cured within 30 days). (c) at any time prior to the Company Requisite Vote being obtained, (i) if the Board of Directors of the Company authorizes the Company, to the extent permitted by and subject to complying with the terms of Section 5.02, to enter into an Alternative Company Acquisition Agreement with respect to a Company Superior Proposal that did not result from a material breach of this Agreement, (ii) concurrently with the termination of this Agreement, the Company, subject to complying with the terms of Section 5.02, enters into an Alternative Company Acquisition Agreement providing for a Company Superior Proposal that did not result from a material breach of this Agreement and (iii) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid pursuant to Section 7.05(b).

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