Determination by the Board. Upon entering into this Agreement, Xxxxxxx understands and agrees that a determination of the Board shall be final and binding on the issue of whether Xxxxxxx’s actions are or will be in violation of this Section II.B.4. Xxxxxxx may request in writing from the Board an advance determination as to whether Xxxxxxx’s proposed actions will violate this Section II.B.4.
Determination by the Board. All adjustments described in this Section shall be made by the Board, whose determination shall be conclusive and binding on all persons.
Determination by the Board. The board of directors of each of Acquireco and Canco has unanimously determined and resolved at its respective meeting held on December 16, 2009:
(i) that the entering into of this agreement and the performance by Acquireco or Canco, as the case may be, of its obligations hereunder and the Transactions are in the best interests of Acquireco or Canco, as the case may be, and its shareholders; and
(ii) to approve the Transactions and this agreement.
Determination by the Board. Any administrative action taken by the Board shall be determined by a major- ity vote of the quorum. [57 FR 31051, July 13, 1992; 57 FR 37085, Aug. 18, 1992, as amended at 73 FR 60540, Oct. 10, 2008]
Determination by the Board. The existence or nonexistence of any of the foregoing causes as grounds for termination shall be determined in good faith by the Board.
Determination by the Board. The board of directors of Jervois has unanimously determined and resolved:
(i) that the entering into of this Agreement and the performance by Jervois of its obligations hereunder and the Transactions are in the best interests of Jervois; and (ii) to approve the Transactions and this Agreement.
Determination by the Board. The board of directors of Newmont has unanimously determined and resolved at its meeting held on November 13, 2001:
(i) that the entering into of this agreement and the performance by Newmont of its obligations hereunder and the Transactions are in the best interests of Newmont and its shareholders;
(ii) to approve the Transactions and this agreement; and
(iii) to recommend that Newmont Shareholders take all actions necessary to consummate the transactions contemplated by this agreement.
Determination by the Board. The Board, acting in its absolute discretion, may offer Options to any Eligible Participant from time to time as determined by the Board and in exercising that discretion, may have regard to some or all of the following:
( a ) the Eligible Participant's length of service with the Group;
( b ) the contribution made by the Eligible Participant to the Group;
( c ) the potential contribution of the Eligible Participant to the Group; or ( d ) any other matter the Board considers relevant.
Determination by the Board. The Board of Directors (after receiving financial advice including the Fairness Opinion, legal advice and after considering other factors), by a unanimous vote, has determined and resolved (i) that the entering into of this Agreement, the performance by Zemex of its obligations hereunder, and the Arrangement, are in the best interests of Zemex and its Securityholders (other than Dundee), (ii) that the Arrangement is fair to the Securityholders (other than Dundee) and (iii) to recommend that the Securityholders approve the Arrangement.
Determination by the Board. The board of directors of Coeur has unanimously determined and resolved at its meeting held on May 2, 2007:
(i) that the entering into of this agreement and the performance by Coeur of its obligations hereunder and the Transaction are in the best interests of Coeur and its shareholders;
(ii) to approve the Transaction and this agreement; and
(iii) to recommend that Coeur Shareholders approve the Coeur Resolutions at the Coeur Meeting.
