THG Investor definition
Examples of THG Investor in a sentence
This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and void; provided, however, that the THG Investor shall be entitled to assign, in whole or in part, any of its rights hereunder to any of its Permitted Transferees without such prior written consent.
Subject to the rights granted to the THG Investor pursuant to the Stockholders Agreement, a majority of the directors then serving on a committee shall constitute a quorum for the transaction of business by the committee except as otherwise required by law, the Certificate of Incorporation or these Bylaws and except as otherwise provided in a resolution of the Board of Directors; provided, however, that in no case shall a quorum be less than one-third of the directors then serving on the committee.
For the avoidance of doubt, but subject to the rights of the holders of any outstanding Preferred Stock and subject to the rights granted to the THG Investor pursuant to the Stockholders Agreement, Section 242(d) of the DGCL shall apply to amendments to the Certificate of Incorporation.
Subject to the rights granted to the THG Investor pursuant to the Stockholders Agreement, the officers of the Corporation shall include a Chief Executive Officer and a Secretary, who shall be elected by the Board of Directors.
Subject to the rights granted to the THG Investor pursuant to the Stockholders Agreement, in case of any increase or decrease, from time to time, in the number of directors (other than Preferred Stock Directors), the number of directors in each class shall be fixed solely by the Board of Directors (as determined solely by the Board of Directors).
The Board of Directors may designate one or more committees, each such committee to consist of one or more of the directors of the Corporation, subject to the rights granted to the THG Investor pursuant to the Stockholders Agreement.
Except as otherwise provided for or fixed pursuant to the Certificate of Incorporation (including any Preferred Stock Designation), the Board of Directors shall consist of such number of directors as shall be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the total number of directors then authorized, subject to the rights granted to the THG Investor pursuant to the Stockholders Agreement.
In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, but subject to the terms of any series of Preferred Stock then outstanding and the rights granted to the THG Investor pursuant to the Stockholders Agreement, and except as otherwise provided in the Certificate of Incorporation, the Board of Directors is expressly authorized to adopt, amend or repeal these Bylaws.
Except as otherwise required by the DGCL or as provided in this Certificate of Incorporation (including any Preferred Stock Designation), and subject to the rights granted to the THG Investor pursuant to the Stockholders Agreement, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, and subject to the rights granted to the THG Investor pursuant to the Stockholders Agreement, a majority of the of the total number of directors then authorized shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the vote of a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board of Directors.