Decisions by the Board Sample Clauses

Decisions by the Board. 13.1 Any dispute or disagreement that arises under, or as a result of, or pursuant to, this Agreement shall be resolved by the Board in its sole and absolute discretion, and any resolution or any other determination by the Board under, or pursuant to, this Agreement and any interpretation by the Board of the terms and conditions of this Agreement or of the Plan shall be final, binding, and conclusive on all persons affected thereby. [Insert Name] Restricted Stock Agreement dated [*] 2 of 3 13.2 For purposes of this Agreement, any action that is required to be or that may be taken by the Board, means an action taken in accordance with the by-laws of the Company by the directors then in office other than you.
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Decisions by the Board. So long as Liquid Audio (or its Affiliates) ---------------------- and Super Stage (or its Affiliates) are shareholders of LAJ, the following actions set forth in this Section 3.3 shall require the affirmative vote of [*] of the Board members present at a duly convened meeting of the Board in addition to any shareholder action required under the Code or the Articles: (a) Making any basic change in the general nature or scope of business of LAJ, which shall initially be only the resale or distribution of software products of Liquid Audio and related services; * Certain information in this Exhibit has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Amending the Articles of LAJ, including, without limitation, any increase or decrease in the number of authorized shares of LAJ, any change in the rights, preferences or privileges of the Shares and any increase or decrease in the authorized number of directors on the Board; (c) Removing the director nominated by Liquid Audio; (d) Dissolving or liquidating LAJ; (e) Issuing any security of LAJ, whether Shares, securities convertible into Shares or debt securities, other than the issuance of any Shares in connection with the Warrant Bonds specified in Section 4.2 (g); (f) Merging or consolidating LAJ with another Person, or selling, leasing, pledging, mortgaging, encumbering or otherwise disposing by all or substantially all of the assets of LAJ, whether in one transaction or a series of transactions; (g) Establishing a business relationship with any direct competitor of Liquid Audio; (h) Investing in any other Person; (i) Entering into any agreement or material transaction with any director or shareholder of LAJ or an Affiliate of such director or shareholder (except this Agreement and the Reseller Agreement); (j) Entering into operational activities (other than resale or distribution of software products of Liquid Audio and related services), partnering with any Person with respect to the same (except as contemplated in this Agreement or the Reseller Agreement), or receiving revenues from transactions that are enabled by software products of Liquid Audio; (k) Amending the business plan of LAJ; (l) Entering into any material transaction not in the ordinary course of business; (m) Terminating the Reseller Agreement; (n) Selling or transferring any Shares; (o) Authorizing directors' compensation; and
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Decisions by the Board. Any dispute or disagreement that arises under, or as a result of, or pursuant to, this Agreement shall be resolved by the Board in its sole and absolute discretion, and any such resolution or any other determination by the Board under, or pursuant to, this Agreement and any interpretation by the Board of the terms of this Agreement or the Plan shall be final, binding, and conclusive on all persons affected thereby.
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Decisions by the Board. 5.1 Subject as provided in CLAUSE 5.2 below and save as required by law, all decisions concerning AVH and any Subsidiary shall be taken by the Board. A simple majority of the Directors, which majority must include at least one A Director and one B Director, shall be required in respect of any decision by the Board to undertake any of the following: 5.1.1 any decision to issue, sell, pledge, dispose of or create any encumbrance over any of the shares in AVH or any of the Subsidiaries; 5.1.2 any split, combination or reclassification of the shares of any of AVH or the Subsidiaries; 5.1.3 any declaration or payment of any dividend or distribution by AVH; 5.1.4 the redemption, purchase or other acquisition by AVH or any of the Subsidiaries of any of their respective shares; 5.1.5 the transfer by any Subsidiary of any shares, assets or liabilities of any Subsidiary to any other Subsidiary except that this shall not prohibit the conduct of business between Subsidiaries pursuant to agreements currently in force at the date hereof; 5.1.6 the sale, pledge, disposition or creation of any encumbrance over any material asset of AVH or any of the Subsidiaries; 5.1.7 any amendment or proposal to amend the memorandum or articles of association of AVH or any of the Subsidiaries; 5.1.8 the adoption by AVH or any of the Subsidiaries of a plan of liquidation or the passing of any resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganisation of AVH or the Subsidiaries; 5.1.9 the acquisition by AVH or any of the Subsidiaries of any corporation, partnership or other business organisation or division thereof or any material investment by AVH or any of the Subsidiaries in any other individual or entity; 5.1.10 the release or relinquishment by AVH or any of the Subsidiaries of any material contractual rights; 5.1.11 engaging in any activities or entering into any agreements not related to the contact lens business; and 5.1.12 the offer of employment to, or dismissal of, a Level 1/Level 2 employee by AVH or any of the Subsidiaries save for the prospective offers to be made pursuant to the business plan in existence at the date hereof. EXCEPT THAT the consent of one B Director shall not be required for the payment to AVH of dividends from any of the Subsidiaries nor the payment of dividends or interest by AVH to TCC provided that any such payment by AVH has been made pursuant to professional written advice received by TCC and/or AVH and a copy...
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Decisions by the Board shall require a majority vote of all
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Decisions by the Board of Managers shall require a majority of the voting interest. Each Member of the Board of Managers shall vote in the best interest of that Board Members’ appointing member; shall have the right to grant a proxy to a fellow Board Member or Board Members when in the best interest of that Board Member’s appointing member; and shall agree to support all decisions made by the Board of Managers. The appointment to the Board of Managers of the Independent Board member, when needed, shall be by unanimous decision of the Members. In the event of a deadlock between the Manager appointed by Xxxxxxx and the Manager appointed by DCA, both Managers agree to appoint an independent third party to the Board for the limited purpose of casting the deciding vote on the issue underlying the deadlock. This third party shall be mutually agreed upon by both Managers, and shall serve on the Board only for the duration of the resolution of the deadlock, or ninety
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Related to Decisions by the Board

  • Actions by the Board Any and all determinations or other actions required of the Board hereunder that relate specifically to Executive’s employment by the Company or the terms and conditions of such employment shall be made by the members of the Board other than Executive if Executive is a member of the Board, and Executive shall not have any right to vote or decide upon any such matter.

  • Determinations and Actions by the Board 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, will 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 will have the exclusive power and authority to administer this Agreement and to exercise all 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 any determination as to whether particular Rights shall have become void). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, any omission with respect to any of the foregoing) which are done or made by the Board of Directors of the Company in good faith will (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other parties and (y) not subject the Board of Directors of the Company to any liability to any Person, including without limitation the Rights Agent and the holders of the Rights.

  • 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.

  • Determinations and Actions by the Board, etc For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock 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 (with, where specifically provided for herein, the concurrence of two-thirds of the Directors) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board (with, where specifically provided for herein, the concurrence of two-thirds of the Directors) 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 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 (with, where specifically provided for herein, the concurrence of two-thirds of the Directors) in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons, and (y) not subject any director to any liability to the holders of the Rights.

  • 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.

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office. (b) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.

  • Approval by the Board Notwithstanding the foregoing, the Advisor may not take any action on behalf of the Company without the prior approval of the Board or duly authorized committees thereof if the Charter or Maryland General Corporation Law require the prior approval of the Board. If the Board or a committee of the Board must approve a proposed investment, financing or disposition or chooses to do so, the Advisor will deliver to the Board or committee, as applicable, all documents required by it to evaluate such investment, financing or disposition.

  • Decisions by Members Whenever in this Agreement reference is made to the decision, consent, approval, judgment, or action of the Members, unless otherwise expressly provided in this Agreement, such decision, consent, approval, judgment, or action shall mean a Majority of the Members.

  • Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries.

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