Meetings of the Board of Directors. The Corporation shall call, and use its best efforts to have, regular meetings of the Board not less often than quarterly. The Corporation shall promptly pay all reasonable and appropriately documented travel expenses and other out-of-pocket expenses incurred by directors who are not employed by the Corporation in connection with attendance at meetings to transact the business of the Corporation or attendance at meetings of the Board or any committee thereof.
Meetings of the Board of Directors. The Board of Directors shall meet at such time and at such place (either within or without the State of Delaware) as the Board of Directors may designate. Meetings of the Board of Directors shall be held on at least three (3) Business Days’ (if the meeting is to be held in person) or eight hours (if the meeting is to be held by telephone communications) prior written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors. Any Director may waive such notice as to himself. A record shall be maintained by the Secretary of the Company of each meeting of the Board of Directors.
Meetings of the Board of Directors. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule.
Meetings of the Board of Directors. The board of directors of the Corporation, or any committees thereof, may hold meetings, both regular and special, either within or without the State of Delaware.
Meetings of the Board of Directors. (a) Meetings of the Board of Directors shall be held at such time and at such places as they shall determine. No meeting of the Board of Directors shall be held without a quorum being present, which shall consist of a majority of the managers. Directors may participate in a meeting of the Board of Directors by means of conference telephone or other similar communication equipment whereby all managers participating in the meeting can hear each other. Participation in a meeting in this manner shall constitute presence in person at the meeting. Action of the Board of Directors shall require the favorable vote of a majority of all managers.
(b) Any action required or permitted by this Agreement to be taken at any meeting of the Board of Directors may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by all of the Directors.
Meetings of the Board of Directors. The Board of Directors of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Director by telephone, facsimile, mail, telegram, electronic mail or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Directors or of the Member.
Meetings of the Board of Directors. 1. The Board of Directors will meet as often as necessary to carry out its duties effectively and, at least, eight (8) times a year, with one meeting being held at least every quarter. The Board of Directors must also meet when requested to do so by at least two (2) of its members or one of the independent Directors, in writing addressed to the Chairman indicating the agenda. In this case, the meeting of the Board of Directors will be called by the Chairman, through any written means addressed personally to each Director, to be held within fifteen (15) days following the request at the registered office. One month having elapsed after the date of receipt of the request without the Chairman having issued a call of the Board of Directors, without need of a justifying cause, and provided that the request is supported by at least one third of the members of the Board of Directors, a meeting of the Board may be called by the Directors who requested it if they constitute at least one third of the members of the Board.
2. Meetings will be called by letter, fax, telegram, e-mail, or any other means allowing acknowledgment of receipt, and will be authorized by the signature of the Chairman, or that of the Secretary or Vice-Secretary by order of the Chairman. Notice will be sent with prior notice of at least forty-eight (48) hours, unless an emergency situation exists and is accepted by the Board when it meets.
3. Notwithstanding the foregoing, the meeting of the Board of Directors will be considered to be validly held without any need for a call if all its members, present or represented by proxy, unanimously agree to the meeting and to the items to be discussed on the agenda.
4. Meetings will normally take place at the Company's registered office, but may also be held at another location determined by the Chairman, who may authorize Board meetings to be held with simultaneous attendance at various locations connected by audiovisual or telephonic means, provided the recognition of those attending and real- time interactivity and intercommunication, and thus unity of action, can be guaranteed. In the case one or more of the Directors were in the registered offices, the meeting will be deemed held in the registered offices. If that were not the case, the meeting will be deemed held where the chairing Director is located.
5. The Board of Directors may also adopt its resolutions in writing without actually holding a meeting, if no Directors object to this procedure, pu...
Meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held at least once each quarter on such date and at such place and time as determined by a majority of the Board of Directors, provided that any Director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of Members. Special meetings of the Board of Directors may be held at any time and place designated in a call by the Chairman of the Board, the Chief Executive Officer, the President, two or more Directors, or by one Director in the event that there is only a single director in office. Notice of the date, place, if any, and time of any special meeting of Directors shall be given to each Director by the Secretary or by the Officer or one of the Directors calling the meeting. Notice shall be duly given to each Director (i) in person or by telephone at least 24 hours in advance of the meeting, (ii) by sending written notice by reputable overnight courier, telecopy, facsimile or electronic transmission, or delivering written notice by hand, to such Director’s last known business, home or electronic transmission address at least 48 hours in advance of the meeting, or (iii) by sending written notice by first-class mail to such Director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting. Directors may participate in meetings of the Board of Directors or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.
Meetings of the Board of Directors. (a) Coachmen’s Board of Directors shall schedule regular meetings not less frequently than once every ninety (90) days. Coachmen shall provide the Lender with at least two Business Days prior notice of any meetings of Coachmen’s Board of Directors, as well as provide to the Lender copies of all notices, minutes, consents, and other materials that it provides to the members of its Board of Directors.
(b) Until the Notes and other Obligations are repaid in full, the directors and shareholders of the Borrowers shall appoint or elect, as the case may be, two (2) directors designated by the Lender to the Board of Directors at each annual or special meeting for the election of directors, which directors shall themselves be entitled, at any time after a Default or an Event of Default has occurred, to appoint (i) an additional director with the ability to vote five (5) director votes at any annual or special meeting of the Board of Directors and (ii) an additional “independent director” (as such term is defined in the Exchange Act).
(c) Prior to the Closing Date, Coachmen shall adopt an amendment to its By-laws such that the (i) election and appointment of the Lender’s designees to the Board of Directors and (ii) ability of such directors to appoint additional directors, in each case as provided above (including without limitation with respect to special voting rights), shall be expressly permitted by the terms of such By-laws and cannot be modified without the consent of the Lender at any time the Tranche B Notes are outstanding. Coachmen shall not thereafter adopt any further amendment to its By-laws or Articles of Incorporation inconsistent with such amendment.
(d) The Borrowers shall indemnify the Lender’s director designee(s) to the fullest extent permitted by law and by the director Indemnification Agreement. The Borrowers shall provide director and officer liability insurance coverage with a coverage limit of not less than $25 million in a form and with such terms as are acceptable to the Lender.
(e) Coachmen shall compensate each director appointed or elected to the Board of Directors pursuant to Section 8.10(b) hereof on the same or better terms as it compensates each other director on the Board of Directors.
(f) Prior to the initial Closing Date, Coachmen shall establish a committee of the Board of Directors (the “Independent Committee”) responsible for making all decisions relating to this Loan Agreement, the other Transaction Documents, and the transac...
Meetings of the Board of Directors. The Directors shall schedule regular meetings not less frequently than once every fiscal quarter. The Company shall reimburse all members of the Board of Directors of the Company for all direct out-of-pocket expenses incurred by them in attending such meetings.
