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Common use of Interested Directors Clause in Contracts

Interested Directors. No contract or transaction between the Company and one or more of its Directors or Member, or between the Company and any other corporation, partnership, association, or other organization in which one or more of the Company’s Directors or Member are directors or members or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or Member is present at or participates in the meeting of the Board which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if: (i) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board, and the Board in good faith authorizes the contract or transaction by the affirmative 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 relationship or interest and as to the contract or transaction are disclosed or are known to the Member entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Member; or (iii) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board or the Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (CDM Environmental & Technical Services LLC)

Interested Directors. (a) No contract or transaction between the Company a corporation and one or more of its Directors or Memberofficers, or between the Company a corporation and any other corporation, partnership, association, or other organization in which one or more of the Company’s its Directors or Member officers are directors or members Directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or Member officer is present at or participates in the meeting of the Board or committee which authorizes the contract or transaction, or solely because his, her his or their votes are counted for such purpose, if: (i) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board, and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or (ii) 1. the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Member Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or 2. the material facts as to his 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 Memberstockholders; or (iii) 3. the contract or transaction is fair as to the Company corporation as of the time it is authorized, approved or ratified, ratified by the Board of Directors, a committee or the Memberstockholders. (b) 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: Securities Purchase Agreement (Taylor Capital Group Inc)

Interested Directors. No contract or transaction between the Company Corporation and one or more of its Directors directors or Memberofficers, or between the Company Corporation and any other corporation, partnership, association, or other organization in which one or more of the Company’s Directors its directors or Member officers are directors or members or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director director or Member officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his, her or their the votes of such director are counted for such purpose, if: purpose if (i) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the BoardBoard of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorumdirectors; or or (ii) the material facts as to his the relationship or interest and as to the contract or transaction are disclosed or are known to the Member stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Memberstockholders; or or (iii) the contract or transaction is fair as to the Company Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the Memberstockholders. 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: Securities Purchase Agreement (Borders Group Inc)

Interested Directors. No contract or transaction between the Company Corporation and one or more of its Directors directors or Memberofficers, or between the Company Corporation and any other corporation, partnership, association, or other organization in which one or more of the Company’s Directors its directors or Member officers are directors or members or officers, or have a financial interest, shall will be void or voidable solely for this reason, or solely because the Director director or Member officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his, her his or their votes are counted for such purpose, if: purpose if (i) the material facts as to the his or their relationship or interest and as to the contract or transaction are disclosed or are known to the BoardBoard or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directorsdirectors, even though the disinterested Directors directors be less than a quorum; or 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 Member stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Memberstockholders; or or (iii) the contract or transaction is fair as to the Company Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the Membercontract or transaction.

Appears in 1 contract

Samples: Stock Purchase Agreement (Double Eagle Acquisition Corp.)

Interested Directors. No contract or transaction between the Company and one or more of its Directors or the Member, or between the Company and any other corporation, partnership, association, or other organization in which one or more of the Company’s Directors or the Member are directors or members or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or Member is present at or participates in the meeting of the Board which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if: (i) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board, and the Board in good faith authorizes the contract or transaction by the affirmative 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 relationship or interest and as to the contract or transaction are disclosed or are known to the Member entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Member; or (iii) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board or the Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (CDM Environmental & Technical Services LLC)