Self-Interested Transactions. The consummation, amendment, restatement, substitution or modification of any contract, agreement, transaction or other arrangement between the Company or any Subsidiary of the Company and any Medicor Person, ERI, any Belfer Person or any Affiliate of any Medicor Person, ERI or any Belfer Person (a "Self-Interested Transaction") shall require, except when the economic effect to the Company of any such action (or set of related actions) is $50,000 or less, the affirmative vote of a majority of the Disinterested Directors present at a duly called and noticed meeting at which a quorum is present. "Disinterested Directors" shall include all Directors not nominated by the Medicor Group, ERI or the Belfer Group which is or whose Affiliate is a party to the Self-Interested Transaction (other than any Independent Directors).
Appears in 4 contracts
Samples: Shareholders Agreement (Westport Resources Corp /Nv/), Shareholders Agreement (Westport Resources Corp /Nv/), Shareholders Agreement (Westport Resources Corp /Nv/)
Self-Interested Transactions. The consummation, amendment, restatement, substitution or modification of any contract, agreement, transaction or other arrangement between the Company or any Subsidiary of the Company and any Medicor Personof WELLC, ERI, any Belfer Person or any Affiliate of any Medicor PersonWELLC, ERI or any Belfer Person (a "Self-Interested Transaction") shall require, except when the economic effect to the Company of any such action (or set of related actions) is $50,000 or less, the affirmative vote of a majority of the Disinterested Directors present at a duly called and noticed meeting at which a quorum is present. "Disinterested Directors" shall include all Directors not nominated by the Medicor GroupWELLC Parties, the ERI Parties or the Belfer Group Parties which is or whose Affiliate is a party to the Self-Interested Transaction (other than any Independent Directors).
Appears in 2 contracts
Samples: Shareholders Agreement (Belco Oil & Gas Corp), Shareholders Agreement (Belfer Laurence D)
Self-Interested Transactions. The consummation, amendment, restatement, substitution or modification of any contract, agreement, transaction or other arrangement between the Company or any Subsidiary of the Company and any Medicor Personof WELLC, ERI, any Belfer Person or any Affiliate of any Medicor PersonWELLC, ERI or any Belfer Person (a "Self-Interested Transaction") shall require, except when the economic effect to the Company of any such action (or set of related actions) is $50,000 or less, the affirmative vote of a majority of the Disinterested Directors present at a duly called and noticed meeting at which a quorum is present. "Disinterested Directors" shall include all Directors not nominated designated by the Medicor GroupWELLC Parties, the ERI Parties or the Belfer Group Parties which is or whose Affiliate is a party to the Self-Interested Transaction (other than any Independent Directors).
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