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

Fiduciary Duties of the Board of Directors. 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 7 contracts

Samples: Shareholder Rights Plan Agreement (ImmunoPrecise Antibodies Ltd.), Shareholder Rights Plan Agreement (Aurora Cannabis Inc), Shareholder Rights Plan Agreement

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Fiduciary Duties of the Board of Directors. 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 Common 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 3 contracts

Samples: Shareholder Rights Plan Agreement (Southwestern Resources Corp), Shareholder Rights Plan Agreement (Southwestern Resources Corp), Shareholder Rights Plan Agreement (Interoil 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 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 3 contracts

Samples: Shareholder Rights Plan Agreement (Gsi Lumonics Inc), Shareholder Rights Plan Agreement (Gsi Lumonics Inc), Shareholder Rights Plan Agreement (Gsi Lumonics Inc)

Fiduciary Duties of the Board of Directors. 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 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 Take-over Over Bids or other proposals to the shareholders of the Corporation Company with respect to any Take-over Over Bid or otherwise that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

Appears in 3 contracts

Samples: Shareholder Rights Plan Agreement (Coral Gold Resources, Ltd.), Shareholder Rights Plan Agreement (Avino Silver & Gold Mines LTD), Shareholder Rights Plan Agreement

Fiduciary Duties of the Board of Directors. 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 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 Over Bids or other proposals to the shareholders of the Corporation Company with respect to any Take-over 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 Protection Rights Plan Agreement (Western Wind Energy Corp)

Fiduciary Duties of the Board of Directors. For clarification it is understood that nothing contained in this Article 3 shall be considered to affect any obligations of the obligations 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 Units of Fund 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 1 contract

Samples: Unitholder Protection Rights Agreement (Strategic Energy Fund)

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 1 contract

Samples: Shareholder Rights Plan Agreement (Nortel Networks Corp)

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Fiduciary Duties of the Board of Directors. For clarification it is understood that nothing contained in this Article 3 Agreement 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 in this Agreement 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 1 contract

Samples: Shareholder Rights Plan Agreement (Almaden Minerals LTD)

Fiduciary Duties of the Board of Directors. For clarification clarification, it is understood that nothing contained in this Article 3 Agreement shall be considered to affect the obligations 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 Common 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 solicitation of additional or alternative Take-over Takeover Bids or other proposals to the shareholders holders of the Corporation with respect to any Take-over Bid or otherwise Common Shares that the Board of Directors believes is necessary or appropriate in the exercise of its their fiduciary duties.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Cott Corp /Cn/)

Fiduciary Duties of the Board of Directors. For clarification clarification, it is understood that nothing contained in this Article 3 Agreement shall be considered to affect the obligations 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 Common 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 solicitation of additional or alternative Take-over Bids or other proposals to the shareholders holders of the Corporation with respect to any Take-over Bid or otherwise Common Shares that the Board of Directors believes is necessary or appropriate in the exercise of its their fiduciary duties.

Appears in 1 contract

Samples: Shareholder Agreement (Cott Corp /Cn/)

Fiduciary Duties of the Board of Directors. OF THE CORPORATION For clarification clarification, it is understood that nothing contained in this Article 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 1 contract

Samples: Shareholder Rights Plan Agreement (Cognicase Inc)

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