Common use of Fiduciary Duties of the Board of Directors of the Corporation Clause in Contracts

Fiduciary Duties of the Board of Directors of the Corporation. For clarification, it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Bid or otherwise that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

Appears in 9 contracts

Samples: Shareholder Rights Plan Agreement (Aeterna Zentaris Inc.), Shareholder Rights Plan Agreement (Gildan Activewear Inc.), Shareholder Rights Plan Agreement (Aeterna Zentaris Inc.)

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Fiduciary Duties of the Board of Directors of the Corporation. For clarification, clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Bid or otherwise that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties).

Appears in 7 contracts

Samples: Shareholder Protection Rights Plan Agreement, Shareholder Protection Rights Plan Agreement, Shareholder Protection Rights Plan Agreement (Transglobe Energy Corp)

Fiduciary Duties of the Board of Directors of the Corporation. For clarification, clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the members of the Board of Directors to exercise its their fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares of the Corporation reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation Special Meeting) with respect to any Take-over Bid or otherwise that the Board of Directors believes is necessary or appropriate in the exercise of the fiduciary duties of its fiduciary dutiesmembers.

Appears in 2 contracts

Samples: Shareholder Agreements (Salix Pharmaceuticals LTD), Shareholder Protection Rights Agreement (Salix Pharmaceuticals LTD)

Fiduciary Duties of the Board of Directors of the Corporation. For clarification, clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Bid or otherwise otherwise) that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (Rio Alto Mining LTD), Shareholder Rights Plan Agreement (Mdsi Mobile Data Solutions Inc /Can/)

Fiduciary Duties of the Board of Directors of the Corporation. β€Œ For clarification, clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Bid or otherwise that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties).

Appears in 2 contracts

Samples: Shareholder Protection Rights Plan Agreement, Shareholder Protection Rights Plan Agreement

Fiduciary Duties of the Board of Directors of the Corporation. For clarification, it is understood that nothing Nothing contained in this Article 3 shall be considered to affect the obligations obligation of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Bid or otherwise Bid) that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (Birch Mountain Resources LTD), Shareholders Rights Plan Agreement (Centurion Energy Internatonal Inc)

Fiduciary Duties of the Board of Directors of the Corporation. For clarification, it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Bid or otherwise that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.. ARTICLE

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Gildan Activewear Inc)

Fiduciary Duties of the Board of Directors of the Corporation. For clarification, it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative alterative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Takeover Bid or otherwise that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

Appears in 1 contract

Samples: Shareholder Agreements (Gsi Group Inc)

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Fiduciary Duties of the Board of Directors of the Corporation. For clarification, clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action including, without limitation, the commencement, prosecution, defence defense or settlement of any litigation and the submission of additional or alternative alterative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Takeover Bid or otherwise that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Altair Nanotechnologies Inc)

Fiduciary Duties of the Board of Directors of the Corporation. For clarification, clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative alterative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Bid or otherwise that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Metallica Resources Inc)

Fiduciary Duties of the Board of Directors of the Corporation. For clarification, clarification it is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Takeover Bid or otherwise that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Osi Geospatial Inc.)

Fiduciary Duties of the Board of Directors of the Corporation. For clarification, it is understood that nothing Nothing contained in this Article 3 shall be considered to affect the obligations obligation of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the shareholders of the Corporation with respect to any Take-over Bid or otherwise Takeover Bid) that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

Appears in 1 contract

Samples: Shareholders Rights Plan Agreement (Birch Mountain Resources LTD)

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