Matters Requiring Consent of the Board of Directors Sample Clauses

Matters Requiring Consent of the Board of Directors. Executive shall not, without the specific approval of Company’s Board of Directors, do or contract to do any of the following: (1) Borrow on behalf of Company during any fiscal year an amount in excess of Five Hundred Thousand ($500,000) Dollars; (2) Permit any customer or client of Company to become indebted to Company in an amount in excess of One Million ($1,000,000) Dollars; (3) Purchase capital equipment for amounts in excess of the amounts budgeted for expenditure by the Board of Directors; (4) Sell any single capital asset of Company, other than equity issued for compensation and services, having a market value in excess of Two Hundred Fifty Thousand ($250,000) Dollars or a total of capital assets during a fiscal year having a market value in excess of Two Hundred Fifty Thousand ($250,000) Dollars; and (5) Commit Company to the expenditure of more than Two Million Five Hundred Thousand ($2,500,000) Dollars in the development and sale of new products and services.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Matters Requiring Consent of the Board of Directors. Executive shall not, without the specific approval of Company’s Board of Directors, do or contract to do any of the following: (1) Borrow, or otherwise assume liability, on behalf of Company during any fiscal year an amount in excess of Five Hundred ($500) Dollars; (2) Permit any customer or client of Company to become indebted to Company in an amount in excess of Five Hundred ($500) Dollars; (3) Purchase capital equipment for amounts in excess of the amounts budgeted and approved for expenditure by the Board of Directors; (4) Sell any single capital asset of Company having a market value in excess of Five Hundred ($500) Dollars or a total of capital assets during a fiscal year having a market value in excess of Five Hundred ($500) Dollars; and (5) Commit the Company to an expenditure of more than Five Hundred ($500) Dollars in the development and sale of new products and services.
Sample 1Sample 2Sample 3
Matters Requiring Consent of the Board of Directors. In his position as Chief Executive Officer, etc., Employee shall not, without specific written approval of the Company’s Board of Directors, do or contract to do any of the following: (1) Bind the Company to a liquidation event, such as liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; (2) Bind the Company to a sale of all or substantially all of the assets of the Company; (3) Bind the Company to a transaction that would result in a change of the control of the Company
Sample 1Sample 2
Matters Requiring Consent of the Board of Directors. Employee shall not, without specific approval of Employer’s Board of Directors, seek other employment such as would require Employee to engage in other business duties or pursuits, or render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise. However, the expenditure of a reasonable amount of time for charitable activities shall not be deemed a breach of this agreement if those activities do not materially interfere with the services required under this agreement, and shall not require the prior consent of Employer’s Board of Directors. This provision is hereby waived by the Company to allow Xx. Xxxxxxxxx to hold the aforementioned positions at Rotoblock and AutoDistributors simultaneously with the positions held by such persons at the Company.
Sample 1
Matters Requiring Consent of the Board of Directors. Employee shall not, without specific approval of Employer’s Board of Directors, seek other employment such as would require Employee to engage in other business duties or pursuits, or render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise. However, the expenditure of a reasonable amount of time for charitable activities shall not be deemed a breach of this agreement if those activities do not materially interfere with the services required under this agreement, and shall not require the prior consent of Employer’s Board of Directors.
Sample 1
Matters Requiring Consent of the Board of Directors. The employee shall not without specific approval of the Board of Directors of the employer, do or contract for any of the following: a) Borrow on behalf of the Employer during one fiscal year an amount in excess of $500,000.00. b) Permit any customer of the employer to become indebted to the employer in an amount in excess of $250,000.00. c) Purchase capital equipment in excess of expenditures budgeted by the Board of Directors. d) Sell any single capital asset of the employer having a market value in excess of $20,000, or a total of capital assets during a fiscal year having a market value in excess of $100,000.00.
Sample 1
Matters Requiring Consent of the Board of Directors. Employee shall not, without specific written approval of the Employer’s Board of Directors, do or contract to do any of the following: (1) Bind the Employer to any contract or agreement outside the Employer’s ordinary course of business that could cause the Employer to expend in excess of $5,000; or (2) Bind the Employer to a liquidation event, such as liquidation, dissolution or winding up of the Employer, whether voluntary or involuntary; (3) Bind the Employer to a sale of all or substantially all of the assets of the Employer; (4) Bind the Employer to a transaction that would result in a change of the control of the Employer; (5) Guaranty any debt or obligation in the name of the Employer; (6) Obligate the Employer for any amount outside the ordinary course of business in excess of $10,000; or (7) Any other matter prohibited by the Employer’s written practices and policies that have been distributed to the Employer’s employees.
Sample 1
AutoNDA by SimpleDocs

Related to Matters Requiring Consent of the Board of Directors

  • Matters Requiring Investor Director Approval So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any stockholder, director or officer of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Quorum; Acts of the Board At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be.

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Management by Board of Directors (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members hereby delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law and subject to Section 7.1(d), all power and authority related to the Company’s management and control of the business and affairs of the Partnership. (d) Notwithstanding anything herein to the contrary, without obtaining approval of Members representing a Majority Interest, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) to the fullest extent permitted by Applicable Law, dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) through (v) of this Section 7.1(d).

  • Without Consent of the Holders Without the consent of any Holders, the Issuers, when authorized by a resolution of the Board of Directors of the Company, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: (i) to permit a Successor Issuer to assume the Issuers’ covenants and obligations under this Indenture and in the Securities in accordance with the terms of this Indenture; (ii) to add to the Issuers’ covenants for the benefit of the Holders of the Securities; (iii) to surrender any of the Issuers’ rights or powers conferred in this Indenture; (iv) to add any additional Events of Default; (v) to supplement any of the provisions of this Indenture to the extent needed to permit or facilitate the defeasance and discharge of the Securities in a manner that will not adversely affect the interests of the Holders of the Securities in any material respect; (vi) to provide for the acceptance of appointment by a successor Trustee and to add to or change any of the provisions of this Indenture as is necessary to provide for the administration of the trust by more than one trustee; (vii) to cure any ambiguity; (viii) to provide for the issuance of Additional Securities and Exchange Securities in accordance with the terms hereof, which shall have terms substantially identical in all material respects to the Initial Securities, and which shall be treated, together with any outstanding Initial Securities, as a single issue of securities; (ix) to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein; (x) to add additional Guarantees or to release any Subsidiary Guarantors from Guarantees as provided by the terms of this Indenture; (xi) to (A) secure the Securities with collateral and (B) release collateral (if any) from the Lien when permitted or required by the terms of the applicable security documents (if any have been entered into), the intercreditor agreement (if one has been entered into) or this Indenture; (xii) to conform the text of this Indenture or the Securities to the “Description of Notes” section of the Offering Memorandum; (xiii) to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with any provision of this Indenture as long as the new provisions do not adversely affect in any material respect the interests of the Holders of the Securities; or (xiv) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA. Upon the request of the Issuers, and upon receipt by the Trustee of the documents described in Section 9.07, the Trustee shall join with the Issuers and, if applicable, the Guarantors in the execution of such supplemental indenture. After an amendment under this Section 9.01 becomes effective, the Issuers shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!