Chapter 156D definition
Examples of Chapter 156D in a sentence
Nothing contained in this Agreement shall abrogate or limit the right of Indemnitee to apply to a court of competent jurisdiction for indemnification or an advance of Expenses to the extent permitted by Section 8.54 of Chapter 156D or any successor Section thereto that increases the scope of permitted indemnification.
Such election shall be made, by a notice in writing to the Corporation, at the time indemnification or reimbursement or advancement of Expenses is sought; provided, however, that if no such notice is given, and if Chapter 156D is amended, or other Massachusetts law is enacted, to permit further indemnification of directors and officers, then Indemnitee shall be indemnified to the fullest extent permitted under Chapter 156D, as so amended, or by such other Massachusetts law, as so enacted.
Unless the articles of organization otherwise provide, any action required or permitted to be taken at any meeting of the directors, including without limitation, the approval of any transaction under Section 8.31(c) of Chapter 156D of the Massachusetts General Laws, may be taken without a meeting if all the directors consent to the action in writing or by means of electronic transmission and such written consents are filed with the records of the meetings of the directors.
Any director or directors or the entire board of directors may be removed from office (a) only for Cause (as defined in Section 8.06(f)(2) of Chapter 156D of the Massachusetts General Laws) by the affirmative vote of a majority of the shares entitled to vote at an election of directors and (b) only at a shareholder meeting called for the purpose of removing the director or directors where the notice of the meeting states that such removal is the purpose or one of the purposes of the meeting.
Whenever notice of a meeting is required to be given to a shareholder under any provision of Chapter 156D of the Massachusetts General Laws or of the articles of organization or these bylaws, a written waiver thereof, executed before or after the meeting by such shareholder or such shareholder’s attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice.
Nothing contained in this Agreement shall abrogate or limit the right of the Indemnitee to apply to a court of competent jurisdiction for indemnification or an advance of expenses to the extent permitted by Section 8.54 of Chapter 156D of the General Laws of the Commonwealth of Massachusetts (“Chapter 156D”) or any successor provision that increases the scope of permitted indemnification.
The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Corporation’s Articles of Organization, the By-Laws, any agreement, any vote of stockholders or Disinterested Directors, Chapter 156D, any other law (common or statutory), or otherwise, both as to action in the Indemnitee’s official capacity and as to action in another capacity while holding office for the Corporation.
As of the Effective Time, the holders of no more than ten percent (10%) of Company Common Stock shall have taken the actions required by Part 13 of Chapter 156D of the MBCA to qualify their Company Common Stock as Dissenters’ Shares.
See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.
Stockholder agrees not to exercise any rights to demand appraisal of any Shares (including under Chapter 156D of the Massachusetts General Laws or Section 262 of the General Corporation Law of the State of Delaware) that may arise with respect to the Merger.