Decisions of the Board of Directors Sample Clauses

Decisions of the Board of Directors. Subject to Section 5.05, all matters and decisions requiring action by the Board shall be taken by a simple majority vote of the entire Board.
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Decisions of the Board of Directors. The Executive may participate in any discussions of the Board of Directors of Anker or Anker Coal Group regarding any decision required to be made pursuant to this Agreement, but Executive will abstain or excuse himself from any vote of the Board of Directors of Anker or Anker Coal Group with respect to any such matter.
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Decisions of the Board of Directors. No decision of the Board of Directors shall be made except upon majority vote of all of its members at a meeting duly called with at least five (5) days notice, specifying the agenda for the meeting (which notice may be waived by any of its members, and will be deemed to have been waived if the member participates in the meeting and has been provided with an agenda for the meeting). Meetings may be held telephonically if each of the members participating can hear each of the other members. Action by the Board of Directors may also be taken and represented by a written consent.
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Decisions of the Board of Directors. Matters for which decisions may be made only on unanimous consent of the Board and those for which decisions may be made on consent of a simple majority of the Board are enumerated in the Articles of Association.
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Decisions of the Board of Directors. All actions of the Board shall require the affirmative vote of the majority of the votes cast by the directors present at a duly convened meeting at which a quorum is present, unless applicable law requires a higher threshold for any decision. Decisions in lieu of a meeting may be taken with the written consent of all of the directors then in office. The meeting and decision quorum of the Board for the following actions shall require the affirmative vote of at least one of the directors appointed by
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Decisions of the Board of Directors. The Board of Directors of the Company shall have the exclusive right to resolve all questions which may arise in connection with this Agreement, the Option or the exercise thereof. Any interpretation, determination or other action made or taken by the Board of Directors regarding this Agreement, the Option or the exercise thereof shall be final, binding and conclusive.
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Decisions of the Board of Directors. (a) Without prejudice to the provisions of Section 2.2(b) below, the decisions of the Board of Directors, including appointment of the Executive President and of the Chief Executive Officer (the "CEO") and their remuneration, as well as the approval of the annual budgets for operations and investments, shall be taken by a simple majority of those members present or represented.
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Decisions of the Board of Directors. In general the decisions of the Board of Directors must be by majority of members present, in a meeting duly called and in which there is quorum. The faculties of the company shall be exercised by the Board of Directors, except those that are conferred or reserved to the shareholders, by law or by the Social Pact herein. The Board of Directors, therefore, shall have absolute control and full administration of the business of the company, including to grant guarantees, give in trust, pledge or mortgage all, some or a substantial part or the goods of the company in order to guarantee compliance of its own and/or others’ obligations with no need to require the consent of the General Meeting of Shareholders.
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Related to Decisions of the Board of Directors

  • Committees of the Board of Directors The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

  • Composition of the Board of Directors Promptly upon the Share Purchase, Sub shall be entitled to designate such number of directors on the Board of Directors of the Corporation, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

  • Decisions of Board or Committee The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

  • 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.

  • 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 of the Company (a) As of the Effective Date, the number of directors constituting the entire Board of Directors of the Company is seven, but the Board of Directors may increase its size to eight (8). Apollo (or any representative thereof designated by Apollo) shall be entitled, but not required, to nominate up to three (3) members to the Board of Directors (collectively, the "APOLLO NOMINEES") and the Company shall be entitled, but not required, to nominate the remaining members to the Board of Directors. One Apollo Nominee shall be classified as a Class I Director of the Company, one Apollo Nominee shall be classified as a Class II Director of the Company, and one Apollo Nominee shall be classified as a Class III Director of the Company.

  • Actions by the Board of Directors (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person or, if in person attendance is not required by the 1940 Act, by telephone) or (ii) by unanimous written consent of all of the Directors without a meeting, if permissible under the 1940 Act.

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