Power of Board of Directors Sample Clauses

Power of Board of Directors. In this Indenture, wherever the Company is required or empowered to exercise any acts, all such acts may be exercised by the directors of the Company or by those officers of the Company authorized to exercise such acts.
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Power of Board of Directors. 38 --------------------------- 11.1 Board of Directors:........................................................................... 38 ------------------ ARTICLE 12.............................................................
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Power of Board of Directors. 39 - --------------------------- 11.1 BOARD OF DIRECTORS: ................................................. - 39 - ------------------ ARTICLE 12 FORMAL EXECUTION AND EFFECTIVE DATE ....................................... - 40 - ----------------------------------- 12.1 SUITS BY WARRANTHOLDERS: ............................................ - 40 - ----------------------- 12.2
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Power of Board of Directors. (a) The Board of Directors of the WFOE shall be the highest authority of the WFOE. Except as reserved to the Parties in the Articles of Association, the Board of Directors shall have all power to manage, and to supervise and direct the Officers and employees of, the WFOE. Subject to Section 7.2(d), the Board of Directors shall have the right to delegate concurrent authority to such Officers of the WFOE as the Board shall deem appropriate. Except as may be reserved to the Parties in the Articles of Association, any power not delegated pursuant to Section 7.2(b) or a policy of delegation adopted by the Board of Directors shall remain exclusively with the Board of Directors. Approval by, or action taken by, the Board of Directors in accordance with the Articles of Association, subject to any approval or action by the Parties required by the Articles of Association or applicable Laws, shall constitute approval or action by the WFOE. (b) Subject to the powers set forth in Section 7.2(d), which are hereby specifically reserved to the Board of Directors, (i) the General Manager the Deputy General Managers and the Chief Financial Officer of the WFOE are hereby delegated the power to conduct the business of the WFOE in the ordinary course, and (ii) the General Manager, the Deputy General Managers and the Chief Financial Officer are hereby delegated the further powers delegated to them as provided in the Articles of Association. (c) None of the General Manager, the Deputy General Managers and the Chief Financial Officer nor any other Officer or employee of the WFOE shall take any action on behalf of the WFOE, nor shall any action be deemed to bind the WFOE, except to the extent that such action is clearly within the scope of an express delegation of authority that is in the Articles of Association, or approved by a vote of the Board of Directors. (d) Except as reserved to the Parties in the Articles of Association, the Board of Directors, by its own action, but not by delegation to any Officers or other employees of the WFOE, shall have the right and power to: (1) approve any amendment to the Articles of Association; (2) approve the termination and liquidation of the WFOE other than as contemplated in Article 14 or any renewal or the extension of the Term; (3) approve any increase in, or reduction of, the registered capital of the WFOE or the total investment in the WFOE; (4) approve any sale, disposition, exchange, assignment, Transfer, pledge by a Party of its int...
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Power of Board of Directors. The business and affairs of the Corporation shall be managed by the Board of Directors.
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Power of Board of Directors. The Board of Directors shall be responsible to the shareholders and has the following power: (1) to convene shareholders meeting and report to the shareholders; (2) to implement the resolution of the shareholders; (3) to determine operation plans and investment plans of the Company; (4) to determine the annual financial budget proposals and final accounting proposals of the Company; (5) to propose the profit distribution plans and loss offset plans of the Company; (6) to propose the plan to increase or decrease the registered capital by the Company and the plan to issue company bonds; (7) to plan merger, split-up, dissolution or change of company form of the Company; (8) to determine the internal management organizations of the Company; (9) to hire or dismiss the general manager, vice general manager and financial controller of the Company as well their compensation; (10) to determine the management systems of the Company; and (11) other power provided by the Articles of Association of the Company.
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Power of Board of Directors. The Board and, if authorized by the Board, --------------------------- the officers, shall have authority to do or authorize any and all acts and things as provided for in the Plan and any and all such further acts and things as they may consider desirable to carry out the purposes of the Plan, including the execution and filing of all such certificates, documents, information returns, tax returns, and other documents which may be necessary or appropriate to implement the Plan. The Board may authorize such variations from or amendments to the provisions of the Plan as may be necessary or appropriate to effectuate the complete liquidation and dissolution of the Company and the distribution of its assets to its Shareholders in accordance with the NYBCL. The death, resignation, or other disability of any director or officer of the Company shall not impair the authority of the surviving or remaining director(s) or officer(s) to exercise any of the powers provided for in the Plan. Upon such death, resignation or other disability, the surviving or remaining director(s), or, if there be none, to the extent permitted by law the surviving or remaining officer(s) shall have authority to fill the vacancy or vacancies so created, but the failure to fill such vacancy or vacancies shall not impair the authority of the surviving or remaining director(s) or officer(s) to exercise any of the powers provided for in the Plan. In connection with and for the purpose of implementing and assuring completion of the Plan, the Company may, in the absolute discretion of the Board, pay to the Company's officers, directors and employees, or any of them, compensation or additional compensation above their regular compensation, in money or property, in recognition of the extraordinary efforts they, or any of them, will be required to undertake or actually undertake, in successful implementation of the Plan. Adoption of the Plan by the Shareholder shall constitute the approval of the Shareholder of the payment of any such compensation. The dissolution of the Company shall not subject its directors or officers to standards of conduct different from those prescribed by or pursuant to the
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Power of Board of Directors. (1) The board shall report to the Shareholders’ Meeting and have following powers: (a) Convene meeting of shareholders and report to Shareholders’ Meeting; (b) Carry out resolutions of Shareholders’ Meeting; (c) Make out the annual budget and settlement plan of the Company; (d) Make out profit distribution and deficit make-up plan; (e) Make out plans of capital increase or decrease of the Company and issuance of Company’s bond; (f) Make out plans of merger, liquidation or change of form of the Company; (g) Make out the basic management system of the Company; (h) Other powers as provided in articles of association of the Company. (2) Each director has one vote on board meeting. The resolution must be pass with majority votes and the following items must be passed by more than 2/3 votes: (a) Appointment and replacement of vice president and executives in higher positions; (b) Investment and guarantee for other entity; (c) Related transaction and other transaction beyond budge which is more than XXX 0 xxxxxxx (xxxxxxxxx). For avoidance of doubt, the parties agree to disclose the cooperation of the Company and the Investor.
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Power of Board of Directors 
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Related to Power of Board of Directors

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

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • 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.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • 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.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Composition of the Board of Directors (a) Upon the occurrence of a Walgreens Investor Rights Initiation Event, the Company’s board of directors (the “Board”) took the action necessary to cause one (1) Walgreens Designee to be appointed to the Board. (b) Upon the occurrence of a Walgreens Investor Rights Step-Up Event, the Board shall promptly (and in any case within ten (10) Business Days) after receiving a Walgreens Investor Rights Step-Up Event Notice take all action necessary (including by amending the organizational documents of the Company, if necessary) to cause one (1) additional Walgreens Designee to be appointed to the Board, such that the Board shall have two (2) Walgreens Directors. (c) During the Walgreens Investor Rights Period, subject to the other provisions of this Section 1.1, including Section 1.1(d), and Section 1.2, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include including in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors) to cause the election to the Board of a slate of directors that includes (i) during the Walgreens Enhanced Investor Rights Period, two (2) Walgreens Designees or (ii) otherwise, one (1) Walgreens Designee. (d) WBA shall notify the Company of the identity of any proposed Walgreens Designee, in writing, on or before the time such information is reasonably requested by the Board or the Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about such proposed Walgreens Designee as shall be reasonably requested by the Board or the Governance and Nominating Committee (including, at a minimum, any information regarding such proposed Walgreens Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board). (e) Subject to Section 1.1(d) and Section 1.2, so long as no Walgreens Investor Rights Termination Event has occurred, in the event of (i) the death, disability, removal or resignation of a Walgreens Director, the Board will promptly appoint as a replacement Walgreens Director the Walgreens Designee designated by WBA to fill the resulting vacancy, or (ii) the failure of a Walgreens Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Walgreens Designee stood for election but was nevertheless not elected (such Walgreens Designee, a “Walgreens Specified Designee”), the Board will promptly appoint another Walgreens Designee designated by WBA to serve in lieu of such Walgreens Specified Designee as a Walgreens Director during the term that such Walgreens Specified Designee would have served had such Walgreens Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed a Walgreens Director for all purposes hereunder. Neither the Company nor the Board will remove any Walgreens Director without the prior written consent of WBA, unless such Walgreens Director is no longer eligible for designation as a member of the Board pursuant to Section 1.2 or to the extent necessary to remedy a breach of Section 1.5. (f) The Company will at all times provide each Walgreens Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board. The Company acknowledges and agrees that any such indemnification obligations to indemnify or advance expenses to each Walgreens Director, in his or her capacity as such, for the matters covered by such indemnification obligations, shall be the primary source of indemnification and advancement of such Walgreens Director in connection therewith, and any obligation on the part of any Investor Indemnitor under any Investor Indemnification Agreement to indemnify or advance expenses to such Walgreens Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Walgreens Director may collect as indemnification or advancement from the Company. In the event that the Company fails to indemnify or advance expenses to each Walgreens Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor Indemnitor makes any payment to such Walgreens Director in respect of indemnification or advancement of expenses under any Investor Indemnification Agreement on account of such Unpaid Indemnitee Amounts, such Investor Indemnitor shall be subrogated to the rights of such Walgreens Director under this Agreement in respect of such Unpaid Indemnitee Amounts.

  • Meeting 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 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.

  • Committees of the Board of Directors (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

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