Common use of Director Conflicts of Interest Clause in Contracts

Director Conflicts of Interest. No contract or other transaction between the Corporation and one or more of its Directors or any other corporation, firm, association or entity in which one or more of the Directors are Directors or Officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if: (a) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; or (b) the fact of such relationship or interest is disclosed or known to the Shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or (c) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board, a committee or the Shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

Director Conflicts of Interest. No contract or other transaction between the this Corporation and one or more of its Directors directors or any other corporation, firm, association or entity in which one or more of the Directors directors are Directors directors or Officers officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such Director director or Directors directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their her votes are counted for such purpose, if: (a) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directorsdirectors; or (b) the fact of such relationship or interest is disclosed or known to the Shareholders shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or (c) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board, a committee or the Shareholdersshareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof which authorizes, approves or ratifies such contract or transaction.

Director Conflicts of Interest. (a) No contract or other transaction between the this Corporation and one or more of its Directors or any other corporation, firm, association or entity in which one or more of the its Directors are Directors or Officers officers or are financially interested, interested shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if: (a1) the The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; or (b2) the The fact of such relationship or interest is disclosed or known to the Shareholders stockholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or (c3) the The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board, a committee committee, or the Shareholders. Common stockholders. (b) Interested Directors, whether or interested directors not voting, may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

Director Conflicts of Interest. No contract or other transaction between the this Corporation and one (1) or more of its Directors directors, or any other corporation, firm, association or entity in which one (1) or more of the Directors directors of this Corporation are Directors directors or Officers officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such Director director or Directors directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if: (a) the The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, authorizes approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; directors: or (b) the The fact of such relationship or interest is disclosed or known to the Shareholders shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or (c) the The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Boardboard, a committee or the Shareholdersshareholders. Common or interested Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, authorizes approves or ratifies such contract or transaction.

Director Conflicts of Interest. No contract or other transaction between the this Corporation and one or more of its Directors directors or any other corporation, firm, association or entity in which one or more of the Directors directors are Directors directors or Officers officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such Director director or Directors directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if: (a) the The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directorsdirectors; or (b) the The fact of such relationship or interest is disclosed or known to the Shareholders stockholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or (c) the The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Boardboard, a committee or the Shareholdersstockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.