Interested Directors. No contract or transaction between ---------- -------------------- the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or partici- pates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relation- ship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirma- tive votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Direc- tors, a committee thereof or the stockholders. 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 which authorizes the contract or transaction.
Appears in 2 contracts
Samples: Merger Agreement (Turner Paul H), Merger Agreement (Simons Stephen W)
Interested Directors. No contract or transaction between ---------- -------------------- the Corporation and one or more of its directors members of the Board or officers, or between the Corporation and any other corporation, partnership, association, association or other organization in which one or more of its directors or officers are members of the board of directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or partici- pates participates in the meeting of the Board of Directors or committee thereof which that authorizes the contract or transaction, or solely because his such director’s or their officer’s votes are counted for such purpose if purpose, if: (ia) the material facts as to his such director’s or their relation- ship officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirma- tive affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (iib) the material facts as to his such director’s or their officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iiic) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, ratified by the Board of Direc- torsBoard, a committee thereof thereof, or the stockholders. 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 which authorizes the contract or transaction.
Appears in 2 contracts
Samples: Merger Agreement (InterPrivate II Acquisition Corp.), Merger Agreement (VPC Impact Acquisition Holdings III, Inc.)
Interested Directors. No contract or transaction between ---------- -------------------- the Corporation corporation and one or more of its directors or officers, or between the Corporation corporation and any other corporation, partnership, association, association or other organization in which one or more of its the corporation’s directors or officers are directors or officers, officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or partici- pates participates in the meeting of the Board of Directors or committee thereof which that authorizes the contract or transaction, or solely because his any such director’s or their votes are officer’s vote is counted for such purpose if if: (ia) the material facts as to his the director’s or their relation- ship officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, committee and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirma- tive votes affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (iib) the material facts as to his the director’s or their officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, thereon and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iiic) the contract or transaction is fair as to the Corporation corporation as of the time it is authorized, approved or ratified, ratified by the Board of Direc- torsDirectors, a committee thereof or the stockholders. 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 which that authorizes the contract or transaction.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MedTech Acquisition Corp)
Interested Directors. No contract or transaction between ---------- -------------------- the Corporation and one (1) or more of its directors members of the Board or officers, or between the Corporation and any other corporation, partnership, association, association or other organization in which one (1) or more of its directors or officers are members of the board of directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or partici- pates participates in the meeting of the Board of Directors or committee thereof which that authorizes the contract or transaction, or solely because his such director’s or their officer’s votes are counted for such purpose if purpose, if: (ia) the material facts as to his such director’s or their relation- ship officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirma- tive affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (iib) the material facts as to his such director’s or their officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iiic) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, ratified by the Board of Direc- torsBoard, a committee thereof thereof, or the stockholders. 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 which authorizes the contract or transaction.
Appears in 1 contract
Samples: Business Combination Agreement (Tortoise Acquisition Corp. II)