Determination by Board of Directors Sample Clauses

Determination by Board of Directors. All determinations by the --------------------------------------- Board of Directors of the Company under the provisions of this Warrant will be made in good faith with due regard to the interest of the Holder and in accordance with sound financial practices.
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Determination by Board of Directors. A determination of the Board of Directors, or the Executive Committee of the Board of Directors, of the Corporation that a Change of Control within the above definition has occurred and its decision to activate a similar provision upon such Change of Control under any plan or other arrangement shall be final and binding on the Corporation and all persons interested in the Agreement.
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Determination by Board of Directors. In the event of a determination by the Board of Directors of the Company that the continuation of the employment arrangement of this Employment Agreement is not in the best interest of the Company, the Company may, at any time, upon its sole discretion, terminate this Employment Agreement. If such termination is more than six (6) months from the beginning of the employment year, Morris shall receive full equixx xxxerest for that year and the subsequent year. Accordingly, if such termination is less than six (6) months from the beginning of the employment year, Morris shall be entitled to rexxxxx full compensation for the balance of the year.
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Determination by Board of Directors. In the event that any action required to be taken by the Selecting Party or the Other Party pursuant to this Schedule A shall not have been taken within the period of time provided for in this Schedule A, the Board of Directors may (but shall be under no obligation to) by resolution determine such matter or take such action on behalf of the Selecting Party or the Other Party. SCHEDULE B HOLDINGS SHAREHOLDERS
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Determination by Board of Directors. In the event of a determination by the Board of Directors of the Company that the continuation of the employment arrangement of this Employment Agreement is not in the best interest of the Company, the Company may, at any time, upon its sole discretion, terminate this Employment Agreement. If such termination is more than six (6) months from the beginning of the employment year, Stemm shall receive full equxxx xnterest for that year and the subsequent year. Accordingly, if such termination is less than six (6) months from the beginning of the employment year, Stemm shall be entitled to rxxxxxe full compensation for the balance of the year.
Sample 1
Determination by Board of Directors. In the event of a determination by the Board of Directors of the COMPANY that the continuation of the employment arrangement of this Employment Agreement is not in the best interest of the COMPANY, the COMPANY may, at any time, upon its sole discretion, terminate this Employment Agreement. In the event of termination under those circumstances, EMPLOYEE shall receive a "buy-out" of this Agreement in the amount of twelve (12) months salary equal to the EMPLOYEE'S rate of pay at the time of such termination, less any applicable taxes. The COMPANY shall also be entitled to a pro-rata credit for any profession fees, licenses or other such expenses paid for the benefit of EMPLOYEE. EMPLOYEE shall turn over the car and any other property of the COMPANY, immediately upon such termination.
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Determination by Board of Directors. If the Indemnitee elects, in the Indemnitee’s sole discretion, to have the Indemnitee’s entitlement to indemnification determined by the Board of Directors of the Company, the Board of Directors shall determine (by majority vote of directors who are not parties to the applicable Claim) whether the indemnification of the Indemnitee for the Claim(s) or for any part of any Claim(s) is legally permitted under Section 145 of the DGCL were it applicable to the Company and Indemnitee; provided, however, that if there are no directors of the Company who are not parties to the applicable Claim, the Indemnitee’s entitlement to indemnification shall be determined by Independent Counsel in accordance with Section 5(b)(ii) hereof. The Board of Directors shall make no other determination with respect to any Claim(s) or the Indemnitee.
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Determination by Board of Directors. Determinations by the Company’s Board of Directors shall be final and conclusive with respect to the interpretation of this Agreement.
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Related to Determination by Board of Directors

  • Control by Board of Directors Any management or supervisory activities undertaken by the Advisor pursuant to this Agreement, as well as any other activities undertaken by the Advisor on behalf of the Fund pursuant thereto, shall at all times be subject to any applicable directives of the Board of Directors of the Fund.

  • Committees of the Board of Directors The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors 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. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

  • 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.

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • Management by Board of Directors (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company.

  • 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.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Determination 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 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.

  • Actions by the Board of Directors (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person or, if in person attendance is not required by the 1940 Act, by telephone) or (ii) by unanimous written consent of all of the Directors without a meeting, if permissible under the 1940 Act.

  • Composition of Board of Directors (a) Upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, at least a majority of the issued and outstanding shares of Common Stock on a fully diluted basis pursuant to the Offer, Purchaser shall be entitled to designate such number of directors on the Board of Directors, rounded up to the next whole number, as will give Purchaser representation on the Board of Directors equal to the product of (i) the number of authorized directors on the Board of Directors (giving effect to the directors elected pursuant to this Section 1.4) and (ii) the percentage that the ----------- number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate thereof bears to the aggregate number of shares of Common Stock then outstanding (the "Percentage"), and the Company shall, upon the election and ---------- request by Purchaser, promptly increase the size of the Board of Directors and/or secure the resignations of such number of directors as is necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause Purchaser's designees to be so elected. At the request of Purchaser, the Company will cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Board, (ii) the board of directors of each Subsidiary (as defined in Section 11.8) of the Company and (iii) the ------------ committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors and committees thereof shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all appropriate action required pursuant to such Section 14(f) and Rule 14f-1 to effect any such election and shall, subject to the next succeeding sentence, include in the Schedule 14D-9 the information required by Section 14(f) and Rule 14f-1. Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. Notwithstanding the foregoing, the parties hereto shall use their respective reasonable efforts to ensure that at least three of the members of the Board of Directors shall at all times prior to the Effective Time be Continuing Directors (as defined in Section 1.4(b)). --------------

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