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Common use of Interested Directors Clause in Contracts

Interested Directors. (a) No Director shall vote on a question in which such Director is interested, but in the absence of fraud, no contract or other transaction of the Company shall be affected or invalidated in any way by the fact that any of the Directors of the Company are in any way interested in or connected with any other party to such contract or transaction, or are themselves parties to such contract or transaction, provided that such interest or connection shall be fully disclosed or otherwise be known to the Board of Directors at the meeting of said Board at which such contract or transaction is authorized or confirmed, provided further that the contract or transaction is fair as to the Company at the time authorized or confirmed by the Board, and provided further that at the meeting of the Board at which such contract or transaction is to be authorized or confirmed, a quorum be present which may include common or interested Directors for purposes of determining the presence of a quorum, and the Board in good faith authorizes or confirms such contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum. The mere ownership of stock in another company by a Director shall not disqualify such Director to vote in respect of any transaction between the Company and such other company, provided the other provisions of this Section are complied with. (b) No contract or other transaction between the Company and any other company shall be affected by the fact that any of the Directors of the Company are interested in or are directors or officers of such other company, if such contract or transaction be made, authorized, or confirmed by the Board in the manner provided in the preceding paragraph, or by any committee of the Board of the Company having the requisite authority, by vote of a majority of the members of such committee of the Board not so interested. Any Director individually may be a party to or may be interested in any contract or transaction of the Company, provided that such contract or transaction shall be approved or ratified by the Board or by any committee of the Board having the requisite authority, in the manner herein set forth. (c) The Board of Directors, in its discretion, may submit any contract or act of the Company or of the Board for approval or ratification at any meeting of the Members, the notice of which shall state that the meeting is called for the purpose, or in part for the purpose, of considering any such act or contract, and any such contract or act that shall be approved or be ratified by the vote of the holders of a majority in capital interests of the Company entitled to vote thereat, shall be as valid and as binding upon the Company and upon all the Members as though it had been approved and ratified by every Member of the Company. (d) Any Director of the Company may vote upon any contract or other transaction between the Company and any subsidiary Company without regard to the fact that such person is also a Director or officer of such subsidiary Company. (e) No contract or agreement between the Company, on the one hand, and any other company or party, on the other hand, which owns a majority of the capital interests of the Company or any subsidiary of any such other company shall be made or entered into without the affirmative vote of a majority of the whole Board at a regular or special meeting of the Board.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (ONEOK Partners LP), Limited Liability Company Agreement (ONEOK Partners LP)

Interested Directors. (a) No Director shall vote on a question in which such Director is interested, but in the absence of fraud, no contract or other transaction of the Company shall be affected or invalidated in any way by the fact that any of the Directors of the Company are in any way interested in or connected with any other party to such contract or transaction, or are themselves parties to such contract or transaction, provided that such interest or connection shall be fully disclosed or otherwise be known to the Board of Directors at the meeting of said Board at which such contract or transaction is authorized or confirmed, provided further that the contract or transaction is fair as to the Company at the time authorized or confirmed by the Board, and provided further that at the meeting of the Board at which such contract or transaction is to be authorized or confirmed, a quorum be present which may include common or interested Directors for purposes of determining the presence of a quorum, and the Board in good faith authorizes or confirms such contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum. The mere ownership of stock in another company by a Director shall not disqualify such Director to vote in respect of any transaction between the Company and such other company, provided the other provisions of this Section are complied with. (b) No contract or other transaction between the Company and any other company shall be affected by the fact that any of the Directors of the Company are interested in or are directors or officers of such other company, if such contract or transaction be made, authorized, or confirmed by the Board in the manner provided in the preceding paragraph, or by any committee of the Board of the Company having the requisite authority, by vote of a majority of the members of such committee of the Board not so interested. Any Director individually may be a party to or may be interested in any contract or transaction of the Company, provided that such contract or transaction shall be approved or ratified by the Board or by any committee of the Board having the requisite authority, in the manner herein set forth. (c) The Board of Directors, in its discretion, may submit any contract or act of the Company or of the Board for approval or ratification at any meeting of the Members, the notice of which shall state that the meeting is called for the purpose, or in part for the purpose, of considering any such act or contract, and any such contract or act that shall be approved or be ratified by the vote of the holders of a majority in capital interests of the Company entitled to vote thereat, shall be as valid and as binding upon the Company and upon all the Members as though it had been approved and ratified by every Member of the Company. (d) Any Director of the Company may vote upon any contract or other transaction between the Company and any subsidiary Company company without regard to the fact that such person is also a Director or officer of such subsidiary Companycompany. (e) No contract or agreement between the Company, on the one hand, and any other company or party, on the other hand, which owns a majority of the capital interests of the Company or any subsidiary of any such other company shall be made or entered into without the affirmative vote of a majority of the whole Board at a regular or special meeting of the Board.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (ONEOK Partners LP), Limited Liability Company Agreement (ONEOK Partners LP)

Interested Directors. No Director or proposed Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, (ii) nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company with any person, company or partnership of or in which any Director shall be a member or otherwise interested be capable on that account of being voidable or voided, (iii) nor shall any such contract or arrangement be voidable or voided solely because the Director is present at or participates in the meeting of the Directors or committee thereof which authorizes the contract or arrangement, or solely because the Directors’ votes are counted for such purpose, and (iv) nor shall any Director so contracting or being any member or so interested be liable to account to the Company for any profit so realised by any such contract or arrangement by reason only of such Director holding that office or the fiduciary relationship, thereby established, provided that in each such case (a) No Director shall vote on a question in which such Director is interestedshall, but if his interest in the absence of fraud, no contract or other transaction of the Company shall be affected or invalidated in any way by the fact that any of the Directors of the Company are in any way interested in or connected with any other party to such contract or transactionarrangement is material, or are themselves parties to such contract or transaction, provided that such declare the nature of his interest or connection shall be fully disclosed or otherwise be known to the Board of Directors at the meeting of said Board at which such contract or transaction is authorized or confirmed, provided further that the contract or transaction is fair as to the Company at the time authorized or confirmed by the Board, and provided further that at the earliest meeting of the Board at which it is practicable for him to do so, either specifically or by way of a general notice stating that, by reason of the facts specified in the notice, he is to be regarded as interested in any contracts of a specified description which may subsequently be made by the Company and (b) if such contract or transaction arrangement is a Related Party Transaction, such Related Party Transaction has been approved in accordance with applicable laws, rules, regulations and the Nasdaq Rules. 110. Any Director may continue to be authorized or confirmedbecome a director, a quorum be present which may include common managing director, joint managing director, deputy managing director, executive director, manager or interested Directors for purposes of determining the presence of a quorum, and the Board in good faith authorizes other officer or confirms such contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum. The mere ownership of stock in another company by a Director shall not disqualify such Director to vote in respect member of any transaction other company in which the Company may be interested and (unless otherwise agreed between the Company and the Director) no such other company, provided the other provisions of this Section are complied with. (b) No contract or other transaction between the Company and any other company Director shall be affected by the fact that any of the Directors of the Company are interested in or are directors or officers of such other company, if such contract or transaction be made, authorized, or confirmed by the Board in the manner provided in the preceding paragraph, or by any committee of the Board of the Company having the requisite authority, by vote of a majority of the members of such committee of the Board not so interested. Any Director individually may be a party liable to or may be interested in any contract or transaction of the Company, provided that such contract or transaction shall be approved or ratified by the Board or by any committee of the Board having the requisite authority, in the manner herein set forth. (c) The Board of Directors, in its discretion, may submit any contract or act of account to the Company or of the Board members for approval or ratification at any meeting of the Members, the notice of which shall state that the meeting is called for the purpose, or in part for the purpose, of considering any such act or contract, and any such contract or act that shall be approved or be ratified by the vote of the holders of a majority in capital interests of the Company entitled to vote thereat, shall be as valid and as binding upon the Company and upon all the Members as though it had been approved and ratified by every Member of the Company. (d) Any Director of the Company may vote upon any contract remuneration or other transaction between the Company and any subsidiary Company without regard to the fact that such person is also benefits received by him as a Director director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such subsidiary Company. (e) No contract or agreement between the Company, on the one hand, and any other company or party, on the other hand, which owns a majority of the capital interests of the Company or any subsidiary member of any such other company. The Directors may exercise the voting powers conferred by the shares in any other company shall be made held or entered into without owned by the affirmative Company, or exercisable by them as directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors; deputy managing directors, executive directors, managers or other officers of such company) and any Director may vote of a majority in favour of the whole Board at exercise of such voting rights in the manner aforesaid notwithstanding that he may be, or is about to be, appointed a regular director, managing director, joint managing director, deputy managing director, executive director, manager or special meeting other officer of such a company, and that as such he is or may become interested in the Boardexercise of such voting rights in the manner aforesaid.

Appears in 2 contracts

Samples: Share Purchase Agreement (Hanwha SolarOne Co., Ltd.), Share Purchase Agreement (Hanwha Solar Holdings Co., Ltd.)