Consideration of Corporate Matters Sample Clauses

Consideration of Corporate Matters. (a) At any meeting of the Board of Directors of Patriot or OPCO (whether or not held jointly), each of Patriot and OPCO, as the case may be, may (the Board submitting any matter being referred to herein as the "Proposing Board") (i) submit a Category 1 Matter to the consideration and vote of its Board, irrespective of any consideration or vote by the other Board, (ii) submit a Category 2 Matter to the consideration and vote of its Board, with such matter requiring the majority vote of its Board for approval, and (iii) submit a Category 3 Matter to the consideration and vote of its Board, with such matter requiring a 66-2/3% vote of its Board for approval.
Sample 1
AutoNDA by SimpleDocs
Consideration of Corporate Matters. (a) At any meeting of the Board of Directors of Patriot or OPCO (whether or not held jointly), each of Patriot and OPCO, as the case may be, may (the Board submitting any matter being referred to herein as the "Proposing Board") (i) submit a Category 1 Matter to the consideration and vote of its Board, irrespective of any consideration by the other Board, (ii) submit a Category 2 Matter to the consideration and vote of its Board, with such matter requiring the majority vote of its Board for approval (except for the removal of the Chief Executive Officer of either Patriot or OPCO, which shall be a Category 2 Matter, but which shall require a 662/3% vote of Patriot's Board or OPCO' Board, as the case may be), and (iii) submit a Category 3 Matter to the consideration and vote of its Board, with such matter requiring a 662/3% vote of its Board for approval until the third anniversary of the Merger, after which time a Category 3 Matter shall become a Category 2 Matter.
Sample 1

Related to Consideration of Corporate Matters

  • Corporate Matters Notwithstanding any other provision of this Section 12.6 and any provision of law, the Club Trustee shall not do any of the following:

  • Certain Corporate Matters VSCO is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s properties or nature of VSCO’s business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO has delivered to Tianyin true, accurate and complete copies of its certificate or articles of incorporation and bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders and Board of Directors of VSCO are complete and correct in all material respects. The stock records of VSCO and the Shareholder lists of VSCO that VSCO has previously furnished to Tianyin are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCO’s capital stock and any other outstanding securities issued by VSCO. VSCO is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

  • Certain Corporate Transactions In the event of certain corporate transactions, this Option shall be subject to adjustment as provided in Section 16 of the Plan. In the event of a Change in Control, this Option shall be subject to the provisions of Section 17 of the Plan.

  • Conditions to Obligation of Parent to Effect the Merger The obligation of Parent to effect the Merger is further subject to the fulfillment (or the waiver by Parent) at or prior to the Effective Time of the following conditions:

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the fulfillment of the following conditions:

  • REPRESENTATIONS OF CORPORATION During such time as the Option remains outstanding and unexpired, the Corporation will reserve for issuance, upon the exercise of the Option, the number of shares of the Corporation’s $.001 par value common stock that are subject to the Option.

  • Corporate Separateness (a) Satisfy, and cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to satisfy, customary corporate and other formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, in each case, to the extent required by law and the maintenance of corporate offices and records.

  • Maintenance of Corporate Separateness Holdings will, and will ------------------------------------- cause each of its Subsidiaries to, satisfy customary corporate formalities, including the maintenance of corporate records. Neither the Borrower nor any Subsidiary of the Borrower shall make any payment to a creditor of Holdings (other than a Guaranteed Creditor pursuant to any Credit Document or an Interest Rate Protection Agreement or Other Hedging Agreement entered into with any such Guaranteed Creditor) in respect of any liability of Holdings, and no bank account of Holdings shall be commingled with any bank account of the Borrower or any Subsidiary of the Borrower. Any financial statements distributed to any creditors of Holdings shall, to the extent permitted by GAAP, clearly establish the corporate separateness of Holdings from the Borrower and each of the Borrower's Subsidiaries. Finally, neither the Borrower nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Holdings on the one hand and of the Borrower or any Subsidiary of the Borrower on the other hand being ignored, or in the assets and liabilities of the Borrower or any Subsidiary of the Borrower being substantively consolidated with those of Holdings in a bankruptcy, reorganization or other insolvency proceeding.

  • Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Preservation of Corporate Existence and Related Matters Except as permitted by Section 10.4, preserve and maintain its legal existence and all material rights, franchises, licenses and privileges and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect.

Time is Money Join Law Insider Premium to draft better contracts faster.