INTERESTED OFFICERS OR DIRECTORS Sample Clauses

INTERESTED OFFICERS OR DIRECTORS. No contract or transaction between this Corporation and one or more of its directors or officers, or between this 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 participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if: (a) The material facts as to the director’s or 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 affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (b) The material facts as to the director’s or 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 (c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, 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.
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INTERESTED OFFICERS OR DIRECTORS. No contract or transaction between the Company and one or more of its Officers or Directors, or between the Company and any other entity in which one or more such Officers or Directors owns a financial interest or of which such Officer or Director is an Affiliate, officer, director or employee, shall be void or voidable or be deemed to constitute a breach of duty if: (a) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or any committee thereof 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 quorum and even though interested directors are present at or participate in the meeting that authorizes the contract or transaction; (b) The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Members entitled to vote thereon and the contract or transaction is specifically approved in good faith by vote of the Members; or (c) The contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified by the Board of Directors, a committee of the Board of Directors or the Members. Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof that authorizes the contract or transaction in question.
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INTERESTED OFFICERS OR DIRECTORS. No contract or transaction between the Company, on one hand, and the Record Holders of Voting Shares, any Affiliate thereof or any other Entity, on the other, in which an Officer or Director Beneficially Owns an interest or of which such Officer or Director is an Affiliate, or between the Company, on one hand, and any of its Officers or Directors, on the other, shall be void or voidable for this reason or because the Officer or Director is present at or participates in the meeting of the Board of Directors or committee thereof that authorizes the contract or transaction, or because his vote is counted for such purpose, if such contract or transaction is: (a) approved by a committee of the Board composed solely of members who have no interest in the contract or transaction; (b) on terms no less favorable than those generally being provided to or available from unrelated third parties, as determined in the sole discretion of the Board of Directors; or (c) fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, as determined in the sole discretion of the Board of Directors.
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INTERESTED OFFICERS OR DIRECTORS. No contract or transaction between the Company, on the one hand, and the Record Holders of Voting Shares, any Affiliate thereof or any other Entity, on the other hand, in which an Officer or Director Beneficially Owns an interest or of which such Officer or Director is an Affiliate, or between the Company, on the one hand, and any of its Officers or Directors, on the other hand, shall be void or voidable for this reason or because the Officer or Director is present at or participates in the meeting of the Board of Directors or committee thereof that authorizes the contract or transaction, or because his vote is counted for such purpose, if such contractor transaction is: (a) approved by a committee of the Board of Directors comprised solely of members who have no interest in the contract or transaction; (b) on terms no less favorable than those generally being provided to or available from unrelated third parties, as determined in the sole discretion of the Board of Directors; or (c) fair, taking into account the totality of the relationships between the parties involved, including other transactions between the parties, as determined in the sole discretion of the Board of Directors.
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INTERESTED OFFICERS OR DIRECTORS. 17 Section 5.7 Indemnification.................................
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INTERESTED OFFICERS OR DIRECTORS. 24 SECTION 5.8 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS ............. 25 SECTION 5.9 EXCULPATION OF LIABILITY OF OFFICERS AND DIRECTORS ....................... 28 SECTION 5.10
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INTERESTED OFFICERS OR DIRECTORS. No contract or transaction between the Company and one or more of its Officers or Directors, or between the Company and any other Entity in which one or more such Officers or Directors owns an interest or of which such Officer or Director is an Affiliate, officer, director or employee, shall be void or voidable or be deemed to constitute a breach of duty if: (a) The material facts as to his or its 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 affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a
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INTERESTED OFFICERS OR DIRECTORS. 25 5.8 Duties of Officers and Directors...............................................................26 5.9 Indemnification................................................................................26 5.10
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INTERESTED OFFICERS OR DIRECTORS. No contract or transaction between the Company, on one hand, and the Organizational Shareholder or any other Entity, on the other hand, in which an Officer or Director owns an interest or of which such Officer or Director is an Affiliate, -25- 30 or between the Company, on one hand, and any of its Officers or Directors, on the other hand, shall be void or voidable for this reason or because the Officer or Director is present at or participates in the meeting of the Board of Directors or committee thereof that authorizes the contract or transaction, or because his votes are counted for such purpose, if such contract or transaction is: (a) approved by a conflicts committee of the Board of Directors; (b) on terms no less favorable than those generally being provided to or available from unrelated third parties, as determined in the sole discretion of the Board of Directors; or (c) fair, taking into account the totality of the relationships between the parties involved, including other transactions between parties, as determined in the sole discretion of the Board of Directors.
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Related to INTERESTED OFFICERS OR DIRECTORS

  • Directors The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

  • Directors and Officers of the Surviving Company From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors and officers of the Merger Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Company.

  • Officers and Directors No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement, each preliminary prospectus and the Prospectus (or any amendment or supplement to any of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • No Personal Liability of Directors, Officers, Employees and Shareholders No past, present or future director, officer, employee, incorporator or shareholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • Directors and Officers of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation, in each case, until their respective successors have been duly elected, designated or qualified, or until their earlier death, disqualification, resignation or removal in accordance with the Surviving Corporation’s certificate of incorporation and bylaws.

  • Directors and Officers of Surviving Corporation The directors and officers of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified.

  • Officers The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Directors and Executive Officers The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

  • Officers of the Company (a) The Manager may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (including, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term. (b) The President shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the Manager. (c) In the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed from time to time by the Manager. (d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years. (e) The officers of the Company and other parties performing services on behalf of the Company shall be entitled to compensation based on the reasonable value of their services, subject to the discretion and approval of the Manager.

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