Common use of DIRECTOR'S AUTHORITY Clause in Contracts

DIRECTOR'S AUTHORITY. The parties agree that there shall be two (2) regular meetings of the board of directors ("Board") of the Coating Company held semi-annually. Other meetings shall be held only upon the written request of three or more directors ("Directors") of the Coating Company. All actions of the Board shall require the affirmative vote of five (5) members in order for the action to be effective. The Directors of the Coating Company shall exercise the authority of Coating Company as provided in the Ohio Revised Code, subject to the terms and conditions of this Agreement, including, but not limited to, the requirement that all actions require four (4) affirmative votes of the members of the Board. If any action proposed by any member of the Board concerning the operations of the Coating Company, other than the Major Corporate Decisions described in Section 3.05(C) hereof, does not receive four (4) affirmative votes, any three (3) directors may request arbitration of this action as provided in Section 11.16 hereof.

Appears in 1 contract

Samples: Agreement (Wheeling Pittsburgh Corp /De/)

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DIRECTOR'S AUTHORITY. The parties agree that there shall be two (2) regular meetings of the board of directors ("Board") of the Coating Company held semi-annually. Other meetings shall be held only upon the written request of three or more directors ("Directors") of the Coating Company. All actions of the Board shall require the affirmative vote of five six (56) members in order for the action to be effective. The Directors of the Coating Company shall exercise the authority of Coating Company as provided in the Ohio Revised Code, subject to the terms and conditions of this Agreement, including, but not limited to, the requirement that all actions require four six (46) affirmative votes of the members of the Board. If any action proposed by any member of the Board concerning the operations of the Coating Company, other than the Major Corporate Decisions described in Section 3.05(C) hereof, does not receive four six (46) affirmative votes, any three five (35) directors may request arbitration of this action as provided in Section 11.16 hereof.

Appears in 1 contract

Samples: Agreement (Wheeling Pittsburgh Corp /De/)

DIRECTOR'S AUTHORITY. The parties agree that there shall be two (2) regular meetings of the board of directors ("Board") of the Coating Company held semi-annually. Other meetings shall be held only upon the written request of three four or more directors ("Directors") of the Coating Company. All actions of the Board shall require the affirmative vote of five (5) members in order for the action to be effective. The Directors of the Coating Company shall exercise the authority of Coating Company as provided in the Ohio Revised Code, subject to the terms and conditions of this Agreement, including, but not limited to, the requirement that all actions require four five (45) affirmative votes of the members of the Board. If any action proposed by any member of the Board concerning the operations of the Coating Company, other than the Major Corporate Decisions described in Section 3.05(C) hereof, does not receive four five (45) affirmative votes, any three four (34) directors may request arbitration of this action as provided in Section 11.16 hereof.

Appears in 1 contract

Samples: Corporation and Shareholders' Agreement (Wheeling Pittsburgh Corp /De/)

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DIRECTOR'S AUTHORITY. The parties agree that there shall be two (2) regular meetings of the board of directors ("Board") of the Coating Company held semi-annually. Other meetings shall be held only upon the written request of three or more directors ("Directors") of the Coating Company. All actions of the Board shall require the affirmative vote of five (5) members in order for the action to be effective. The Directors of the Coating Company shall exercise the authority of Coating Company as provided in the Ohio Revised Code, subject to the terms and conditions of this Agreement, including, but not limited to, the requirement that all actions require four FIVE (45) affirmative votes of the members of the Board. If any action proposed by any member of the Board concerning the operations of the Coating Company, other than the Major Corporate Decisions described in Section 3.05(C) hereof, does not receive four five (45) affirmative votes, any three FOUR (34) directors may request arbitration of this action as provided in Section 11.16 hereof.

Appears in 1 contract

Samples: Agreement (Wheeling Pittsburgh Corp /De/)

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