Discretion of the Board. Unless otherwise explicitly provided herein, the Board, or an authorized committee thereof, shall make all determinations required to be made hereunder, including determinations required to be made by the Company, and shall interpret all provisions of this Agreement and the underlying Restricted Shares, as it deems necessary or desirable, in its sole and unfettered discretion. Such determinations and interpretations shall be binding and conclusive with respect to the Company, the Grantee and any person claiming an interest in the Restricted Shares under or through the Grantee.
Discretion of the Board. Additional incentive compensation shall be at the discretion of the Board.
Discretion of the Board. In making allocations under this Section 4.3, the Board may make elections under the Code and Regulations on behalf of the Company in such manner as it reasonably deems appropriate. In the event any taxing authority allocates income to a Member from the Company or vice versa, the Board shall make such allocations of income, gain, loss, deduction or expense to the extent permissible to carry out the purposes of this Agreement.
Discretion of the Board. In case the Borrower after the date of this Agreement takes any action affecting the Common Shares, other than actions described in Section 5.3, which in the opinion of the board of directors of the Borrower would materially affect the rights of the Lender or the Administrative Agent hereunder, the Conversion Price shall be adjusted in such manner, if any, and at such time, by action of the directors of the Borrower, but subject in all cases to any necessary regulatory approval. Failure to take any action by the directors of the Borrower so as to provide for an adjustment on or prior to the effective date of any action by the Borrower affecting the Common Shares shall be conclusive evidence that the board of directors of the Borrower has determined that it is equitable to make no adjustment in the circumstances.
Discretion of the Board. In case the Company after the date of this Debenture takes any action affecting the Common Shares, other than actions described in Section 3.4, which in the opinion of the board of directors of the Company would materially affect the rights of the Holder hereunder, the Conversion Price will be adjusted in such manner, if any, and at such time, by action of the directors of the Company, but subject in all cases to any necessary regulatory approval. Failure to take any action by the directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances.
Discretion of the Board. If additional days are required, a written request shall be presented to the Board for consideration.
Discretion of the Board. Whether or not Special Voting Rights are in effect pursuant to Section 5.3 (and whether or not any consent is required pursuant to Section 5.4), any vote by the Board (including any vote to redeem the Class A Preferred Shares pursuant to Section 6.2 hereof) shall be in its sole discretion and shall be consistent with each Director’s fiduciary duties to the Company.
Discretion of the Board. The Board may elect, in its discretion, to ----------------------- cause any portion of the Stock Appreciation Rights to become vested prior to the date on which it would otherwise become vested pursuant to the provisions of this Section 3.1 (and whether or not any other conditions to such vesting have been met); provided, however that the Board shall have no obligation to cause -------- ------- any portion of the Stock Appreciation Rights to become vested pursuant to this Section 3.1(d)).
Discretion of the Board. Whether or not Special Voting Rights are in effect pursuant to Section 5.3 (and whether or not any vote or consent is required pursuant to
Discretion of the Board. Notwithstanding the aforesaid in section (11) above, in each case, the Board may in its absolute discretion decide that any Option shall not so lapse or determine subject to such conditions or limitations as the Board may decide.
