Special Meeting of the Board of Directors Sample Clauses

Special Meeting of the Board of Directors. INDEMNIFICATION AGREEMENT
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Special Meeting of the Board of Directors. As soon as possible after the date hereof, the President of the Company shall call a meeting of the Board of Directors (the "Special Board Meeting") at which the following items shall be submitted for approval: (a) the amendment of Article SIXTH of the Company's Certificate of Incorporation to eliminate classification of the Board of Directors, and submission of the proposed amendment for approval to the holders (the "Stockholders") of the shares of class A common stock, par value $.01 per share ("Common Stock"), of the Company, at the Company's 1997 Annual Meeting of Stockholders to be held on August 21, 1997, or such later date as shall be determined by the Company solely in order to facilitate effectuation of the provisions of Section 2(f) hereof (the "1997 Annual Meeting"), such amendment to be subject to and effective upon completion of all Required Actions (as hereinafter defined), other than any Required Action described under this paragraph (a) (for purposes hereof, "Required Actions" shall mean, collectively: (w) the approval by the Stockholders at the 1997 Annual Meeting of the matters described in Sections 2(a), 2(c) and, if required, 2(b) hereof; (x) the election at the 1997 Annual Meeting, subject to the completion of all Required Actions, of the New Directors (as hereinafter defined); (y) the approval by the Board of Directors at the Special Board Meeting of the matters described in Sections 2(a), (c), (d), (e) and (g) hereof; and (z) compliance with Section 4(b) hereof);
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Special Meeting of the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board, Chairman and Chief Executive Officer-Nationwide Insurance Enterprise, President, or by a majority of the members of the Board of Directors acting with or without a meeting.
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Special Meeting of the Board of Directors. NOW ON THIS DAY OF , , the Board of Directors of the corporation met at the company office in , all members of the Board being present and in person.
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Special Meeting of the Board of Directors. As soon as possible after the date hereof, the President of the Company shall call a meeting of the Board of Directors (the "Special Board Meeting") at which the following items shall be submitted for approval: (a) the amendment of Article SIXTH of the Company's Certificate of Incorporation to eliminate classification of the Board of Directors, and submission of the proposed amendment for approval to the holders (the "Stockholders") of the shares of class A common stock, par value $.01 per share ("Common Stock"), of the Company, at the Company's 1997 Annual Meeting of Stockholders to be held on August 21, 1997, or such later date as shall be determined by the Company solely in order to facilitate
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Special Meeting of the Board of Directors. Xxxxx-Xxxxxxx ----------------------------------------- and the Directors represent and warrant that the Board of Directors of Xxxxx- Xxxxxxx has heretofore duly and validly approved the following items: (a) the nomination at the 2000 Annual Meeting of the Shareholders of Xxxxx-Xxxxxxx to be held on August 24, 2000, or such later date as shall be determined by Xxxxx-Xxxxxxx solely in order to facilitate effectuation of the provisions of this Agreement (the "2000 Annual Meeting") of new candidates for election to the Board of Directors (the "New Nominees"), which New Nominees will consist of Xxxx X.X. Xxxxxx, Xxxxxx X. Xxxxxxxxxxx, Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxxx, each of whom (i) Xxxxxx shall have the right to designate a replacement for Xx. Xxxxxxxxxxx and/or for Xx. Xxxxxx, and (ii) PPM shall have the right to designate a replacement for Xx. Xxxxxx and/or for Xx. Xxxxx; (b) the amendment of Article X of Xxxxx-Xxxxxxx'x Articles to reduce from 72% to a simple majority the shareholder approval required to amend or repeal any section of the Articles including those dealing with cumulative voting rights, preemptive rights to acquire shares, share repurchases by Xxxxx-Xxxxxxx, the classification of and staggered election system for the Board of Directors and the amendment of Article X of the Articles itself, and submission of the proposed amendment for approval to Xxxxx-Xxxxxxx'x shareholders at the 2000 Annual Meeting; (c) the amendment of Article IX of Xxxxx-Xxxxxxx'x Articles to eliminate classification of the Board of Directors, which currently is divided into three separate classes and elected on a staggered basis and to replace this structure with a single class board of directors under which all directors of Xxxxx-Xxxxxxx are elected by the shareholders on an annual basis, and submission of the proposed amendment for approval to Xxxxx- Xxxxxxx'x shareholders at the 2000 Annual Meeting; (d) the adoption of a new Article XIV to Xxxxx-Xxxxxxx'x Articles pursuant to which Xxxxx-Xxxxxxx would opt out of the provisions of Chapter 1704 of the Ohio Revised Code, which Chapter sets forth certain restrictions on the ability of an Ohio corporation to engage in certain business combinations and other transactions that involve shareholders that have the ability to exercise 10% or more of the voting power of such corporation, and submission of the proposed adoption for approval to Xxxxx- Xxxxxxx'x shareholders at the 2000 Annual Meeting; (e) the amendment of R...
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Related to Special Meeting of the Board of Directors

  • 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.

  • 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 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.

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

  • 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

  • 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.

  • 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.

  • Special Meeting Special meetings of the stockholders may be called only by such persons and only in such manner as set forth in the Certificate of Incorporation. No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. The Board may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.

  • Meetings of Directors The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

  • Meetings of the Board (a) The Board shall hold a regularly scheduled meeting at least once every calendar quarter at such place, date and time as the Board may designate. Special meetings of the Board may be called at any time by the Chairman. Special meetings of the Board shall be called at any time by the Chairman upon the written request of at least one Director to the Chairman, specifying the matters to be discussed. (b) Notice of any meeting of the Board or any committee thereof stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each Director by telephone, electronic mail or facsimile no less than seven days before the date of the meeting; provided, that the Chairman may reduce the advance notice period for any special meeting to no less than two days if the Chairman determines, acting reasonably and in good faith, that it is necessary or desirable to take action within a time period of less than seven days; and provided, further, that for the avoidance of doubt, if notice of any meeting of the Board is not given in accordance with this Section 5.03(b), then no business may be transacted at such meeting. Notice of any meeting may be waived by any Director on behalf of such Director. Presence at a meeting of the Board by a Director shall constitute waiver of any deficiency of notice of such meeting by such Director, unless such Director objects, at the beginning of the meeting, to the transaction of any business at such meeting because such meeting was not called or convened in accordance with this Agreement. (c) The secretary of the Company (the “Secretary”) shall circulate to each Director an agenda for each meeting of the Board not less than four days in advance of such meeting, or no less than two days in advance of any special meeting, if the Chairman has exercised his or her right pursuant to Section 5.03(b) to reduce the notice required for such meeting to no less than two days. Such agenda shall include any matters that any Director may reasonably request be included on such agenda. (d) The presence in person or by proxy of a number of Directors equal to a majority of the total number of Directors on the Board at such time shall constitute a quorum for the conduct of business at any meeting of the Board, provided, that such quorum consists of not less than two MCK Directors and two Echo Directors. If a quorum is not present at any meeting of the Board, no business may be conducted at such meeting (the “Original Meeting”), and the Directors present shall adjourn the meeting and promptly give notice of when it will be reconvened, which shall not be more than thirty (30) days from the date of the meeting (the “Adjourned Meeting”). If a quorum is not present at the Adjourned Meeting and the sole reason for such lack of quorum was the absence of the Nominee Directors of the same party whose Nominee Directors’ absence was the sole cause of the Original Meeting being adjourned, then the Directors present at such Adjourned Meeting shall constitute a valid quorum. (e) Directors may participate in any meeting of the Board or any committee thereof by means of a conference telephone or similar communications equipment by means of which all Directors participating in such meeting may hear one another. Participation in any meeting of the Board pursuant to this Section 5.03(e) shall constitute presence in person at such meeting for purposes of Section 5.03(d) and shall constitute a waiver of any deficiency of notice of such meeting, unless such Director objects, at the beginning of the meeting, to the transaction of any business at such meeting because such meeting was not called or convened in accordance with this Agreement. (f) Each Director shall be entitled to cast one vote with respect to each matter brought before the Board (or any committee thereof of which such Director is a member) for approval. Except as otherwise expressly provided by this Agreement, the affirmative vote of Directors entitled to cast a majority of the votes that may be cast by the Directors in attendance at any meeting at which a quorum is present (whether in person or by proxy) shall be required to authorize any action by the Board and shall constitute the action of the Board for all purposes. No Director shall be disqualified from voting on any matter as to which the Member that designated such Director or any of its Affiliates may have an interest. Subject to Section 6.02(b), notwithstanding any duty otherwise existing at Law or in equity, to the fullest extent permitted by Law, no Director shall have any duty to disclose to the Company or the Board confidential information of the Member that designated such Director or any of its Affiliates in such Director’s possession, even if such information is material and relevant to the Company and/or the Board, and in any case, such Director shall not be liable to the Company or the other Members or their respective Affiliates for breach of any duty (including the duty of loyalty or any other fiduciary duty) as a Director by reason of not disclosing such confidential information; provided, that the foregoing shall not limit the Chief Executive Officer’s or any other employee of the Company or its Subsidiaries who is a Director’s responsibility to disclose to the Board information regarding the Company and its Subsidiaries obtained as a result of the Chief Executive Officer or such employee serving in such capacity. (g) The Secretary or, if he or she is not present, any individual whom the Chairman may appoint, shall keep minutes of each meeting of the Board, which shall reflect all actions taken by the Board thereat. (h) The Board may establish other provisions and procedures relating to the governance of its meetings that are not in conflict with the terms of this Agreement. (i) Each Director shall be entitled to receive all information (including without limitation, board minutes, board books and financial reports) that is made available to any Director in such Person’s capacity as such.

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