Director Actions. Meetings of the Directors shall be held at such times and places as shall from time to time be determined by the Directors. Meetings of the Directors may also be called by the Chairman of the Company or by any one or more Directors. If the date, time, and place of a meeting of the Directors has been announced at a previous meeting, no notice shall be required. In all other cases, five (5) days’ written notice of meetings, stating the date, time, and place thereof and any other information required by law or desired by the Person(s) calling such meeting, shall be given to each Director. Any Director may waive notice of any meeting. A waiver of notice by a Director is effective whether given before, at, or after the meeting, and whether given orally, in writing, or by attendance. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, unless such Director objects at the beginning of the meeting to the transaction of business on the grounds that the meeting is not lawfully called or convened and does not participate thereafter in the meeting. Any action required or permitted to be taken by the Directors may also be taken by a written action signed by all of the Directors. The Directors may participate in any meeting of the Directors by means of telephone conference or similar means of communication by which all persons participating in the meeting can simultaneously hear each other. Not less than fifty percent (50%) of the Directors shall constitute a quorum for the transaction of business at any Director’s meeting, provided that a majority thereof shall be Directors elected by Class A and Class B Unit Holders. Each Director shall have one (1) vote at meetings of the Directors. The Directors shall take action by the vote of a majority of all Directors. No Director shall be disqualified from voting on any matter to be determined or decided by the Directors solely by reason of such Director’s (or his/her Affiliate’s) potential financial interest in the outcome of such vote, provided that the nature of such Director’s (or his/her Affiliate’s) potential financial interest was reasonably disclosed at the time of such vote.
Director Actions. Notwithstanding any other provision of this Stockholders Agreement to the contrary, the covenants and agreements set forth herein shall not prevent Mr. Xxxxxxxx xxxm taking any action, subject to the applicable provisions of the Merger Agreement, while acting in his capacity as a director of the Company in accordance with his fiduciary duties.
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Director Actions. Notwithstanding any other provision of this Stockholders Agreement to the contrary, the covenants and agreements set forth herein shall not prevent any member of the Restricted Group, or any designees of the members of the Restricted Group, who serve on Target's Board of Directors from taking any action, subject to the applicable provisions of the Merger Agreement, while acting in such member's or designee's capacity as a director of Target in accordance with his or her fiduciary duties.
Director Actions. Notwithstanding any other provision of this Stockholders Agreement to the contrary, the covenants and agreements set forth herein shall not prevent any designees of either of the BIL Entities who serve on the Company's Board of Directors from taking any action, subject to the applicable provisions of the Merger Agreement, while acting in such designees' capacity as a director of the Company in accordance with their fiduciary duties.
Director Actions. Notwithstanding the exclusion of Director Actions from the Revised Allocation Analysis, the “Recalculated Net Proceeds” (as defined below) ultimately derived from Director Actions (after payment of 25% of the Net Proceeds to the Agent pursuant to the ABL Lender Settlement Agreement) shall be irrevocably distributed in an amount equal to 10% of such Recalculated Net Proceed of Director Actions to the Exempt Estates, and an amount equal to 90% of such Recalculated Net Proceeds of Director Actions to the Select Estates. The amounts paid to the Select Estates pursuant to this paragraph 2(a)(ii) shall be allocated by the Select Trustee 75% to CGI and 25% to SVT;
Director Actions. Until additional directors are appointed ten days after the filing of the Company’s Schedule 14F-1, no member of the Company’s board of directors shall take any action in such capacity, without the written consent of the other director.
Director Actions. ArgentBank's directors shall have unanimously voted as directors in favor of this Agreement and the Bank Merger Agreement, and unanimously recommended to its shareholders the approval of this Agreement and the Bank Merger Agreement and the transactions contemplated hereby and such other matters as may have been submitted to its shareholders in connection with this Agreement.
Director Actions. ABI's directors shall have, subject to the provisions of Section 7.7 hereof, unanimously voted as directors in favor of approving this Agreement and the Merger Agreements, and unanimously recommended to the ABI shareholders the approval of this Agreement, the Merger Agreements and the transactions contemplated hereby and such other matters as may have been submitted to the shareholders in connection with this Agreement. A majority of ABI's Board of Directors shall also have voted the shares of ABI Common Stock held by them in favor of this Agreement and the Merger Agreements, and shall not have intentionally, openly and publicly undertaken or participated in any concerted overt efforts against the transactions contemplated hereby.
Director Actions. Notwithstanding any other provision of this Agreement to the contrary, the covenants and agreements set forth herein shall not prevent each Stockholder from taking any action, subject to the applicable provisions of the Merger Agreement, while acting in his or her capacity as a director of CMP in accordance with his or her fiduciary duties.
