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.