Action by the Board of Directors Clause Samples
Action by the Board of Directors. (a) A majority of the Independent Directors are authorized to give or withhold the Partnership’s consent or approval as an “independent client representative” with respect to matters required by Section 206(3) of the Advisers Act and certain other situations involving conflicts of interest, including with regards to the assignment or other transfer of the General Partner’s Units pursuant to this Agreement (in each case where presented to such Independent Directors in the General Partner’s sole discretion). In addition, the Independent Directors shall review and approve or disapprove any actual or potential conflicts of interest in any transaction or relationship between the Partnership, on the one hand, and the General Partner and/or its Affiliates, on the other hand, that the General Partner determines in its sole discretion to present to the Board of Directors. Each Limited Partner agrees that, with respect to any consent sought from the Independent Directors under this provision, such consent of the Independent Directors shall be binding upon the Partnership, and the General Partner and its Affiliates, acting in accordance with or pursuant to such consent (or such procedures or standards approved by the Independent Directors), shall, absent actual fraud or willful misconduct, be fully protected and justified in acting in reliance upon and in accordance with such consent of the Independent Directors, and the General Partner and its Affiliates shall not have any liability to the Partnership or the Limited Partners for such conflict of interest or such actions taken in good faith by them (other than such actions finally determined by a court of competent jurisdiction or in a final arbitration proceeding to constitute actual fraud or willful misconduct) and such actions shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of such Person at law or in equity or otherwise. Any matters for which the Board of Directors have authority to act pursuant to this Agreement can be effected by majority consent of the Board of Directors, and any matters for which the Independent Directors have authority to act pursuant to this Agreement can be effected by majority consent of the Independent Directors, as applicable. If there are only two Independent Directors, matters requiring consent or approval of a majority of the Independent Directors will require consent of both Independent Directors.
(b) Consent of...
Action by the Board of Directors. (a) Except as provided below, all decisions of the Board of Directors shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of an Executive Committee of the Board of Directors, to the extent such decisions may be lawfully delegated to an Executive Committee pursuant to Section 4.1(f).
(b) The Company shall not, and it shall cause each of its Subsidiaries not to, take (or agree to take) any action regarding the following matters, directly or indirectly, including through a merger or consolidation with any other corporation or otherwise, without the affirmative vote of the Apollo Nominees: (i) increase the number of authorized shares of Preferred Stock or authorize the issuance or issue of any shares of Preferred Stock other than to existing holders of Preferred Stock; (ii) issue any new class or series of equity security; (iii) amend, alter or repeal, in any manner whatsoever, the designations, preferences and relative rights and limitations and restrictions of the Series A Preferred Stock; (iv) amend, alter or repeal any of the provisions of the Charter Documents or the Certificate of Designation in a manner that would negatively impact the holders of the Series A Preferred Stock, including (but not limited to) any amendment that is in conflict with the approval rights set forth in this Section 4.2; (v) directly or indirectly, redeem, purchase or otherwise acquire for value (including through an exchange), or set apart money or other property for any mandatory purchase or other analogous fund for the redemption, purchase or acquisition of any shares of Common Stock or Junior Stock (as defined in the Certificate of Designation), or declare or pay any dividend or make any distribution (whether in cash, shares of capital stock of the Company, or other property) on shares of Common Stock or Junior Stock; (vi) cause the number of directors of the Company to be greater than eight (8); (vii) enter into any agreement or arrangement with or for the benefit of any Person who is an Affiliate of the Company with a value in excess of $5 million in a single transaction or series of related transactions; (viii) effect a voluntary liquidation, dissolution or winding up of the Company; (ix) sell or agree to sell all or substantially all of the assets of the Company, unless such transaction (1) occurs after August 5, 2002, (2) is a sale for cash and (3) results in an internal rate of return ("IRR") to A...
Action by the Board of Directors. (a) Except as provided below, all decisions of the Board of Directors shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of an Executive Committee of the Board of Directors, to the extent such decisions may be lawfully delegated to an Executive Committee pursuant to Section 4.1(f).
(b) The Company shall not, and it shall cause each of its Subsidiaries not to, take (or agree to take) any action regarding the following matters, directly or indirectly, including through a merger or consolidation with any other corporation or otherwise, without the affirmative vote of the Apollo Nominees: (i) increase the number of authorized shares of Preferred Stock or authorize the issuance or issue of any shares of Preferred Stock other than to existing holders of Preferred Stock; (ii) issue any new class or series of equity security or issue any additional shares of Series A Preferred Stock; (iii) amend, alter or repeal, in any manner whatsoever, the designations, preferences and relative rights and limitations and restrictions of the Series C Preferred Stock; (iv) amend, alter or repeal any of the provisions of the Charter Documents or the Certificate of Designation in a manner that would negatively impact the holders of the Series C Preferred Stock, including (but not limited to) any amendment that is in conflict with the approval rights set forth in this Section 4.2; (v) directly or indirectly, redeem, purchase or otherwise acquire for value (including through an exchange), or set apart money or other property for any mandatory purchase or other analogous fund for the redemption, purchase or acquisition of any shares of Common Stock or Junior Stock (as defined in the Certificate of Designation), or declare or pay any dividend or make any distribution (whether in cash, shares of capital stock of the Company, or other property) on shares of Common Stock or Junior Stock; (vi) cause the number of directors of the Company to be greater than eight (8); (vii) enter into any agreement or arrangement with or for the benefit of any Person who is an Affiliate of the Company with a value in excess of $5 million in a single transaction or series of related transactions; (viii) effect a voluntary liquidation, dissolution or winding up of the Company; (ix) sell or agree to sell all or substantially all of the assets of the Company, unless such transaction (1) is a sale for cash and (2) results in an internal r...
Action by the Board of Directors. All decisions of the Board of Directors shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of an Executive Committee, or any other committee, of the Board of Directors, to the extent such decisions may be lawfully delegated to an Executive Committee, or any other committee, pursuant to Section 5.1(h).
Action by the Board of Directors. (a) Except as otherwise provided in Sections 6.06(b) and (c), all actions of the Company Board and committees thereof shall require the [*] of the [*] of directors present at a duly convened meeting of the Company Board or committee thereof at which a quorum is present or, in lieu of a meeting, by the unanimous written consent of the members of the Company Board or committee thereof.
(b) Prior to consummation of the Company's initial Public Offering, neither the Company nor any entity controlled by the Company shall take, and no party to this Agreement shall cause the Company or any entity controlled by the Company to take, any action with respect to any Significant Board Transaction without
(i) (unless waived by both Initial Participants) providing to the directors at least ten Business Days' notice of any meeting of the Company Board at which a Significant Board Transaction is proposed to be approved, which notice shall describe such proposed Significant Board Transaction, and
(ii) the prior approval of [*] directors (a "Supermajority Board Vote").
(c) Notwithstanding the provisions of Sections 6.06(a) and (b), in addition to any other approval provided in such Sections, the approval of a majority of disinterested members of the Board of Directors shall be required to approve any transaction (other than a transaction expressly contemplated in this Agreement) between the Company and a Consenting Stockholder or an Affiliate of a Consenting Stockholder.
(d) In the event that a [*] of the members of the Company Board vote to approve a Significant Board Transaction but a [*] is not obtained, then the Consenting Stockholders shall first use their good faith efforts to resolve the matter in a mutually satisfactory manner. If no mutually satisfactory resolution of the matter has been reached within five days of the initial vote of the Company Board thereon, then the Consenting ___________ [*] Confidential Treatment Requested. Stockholders shall (at the insistence of any Consenting Stockholder) refer the matter to the [*] of [*] for resolution. If the chief executive officers so agree the proposed Significant Board Transaction will be resubmitted for a vote of the Company Board within ten days (or such shorter or longer period as they may agree) after referral to the chief executive officers. Unless and until the proposed Significant Board Transaction is so resubmitted, the initial vote of the Company Board will continue to govern with respect to such matter.
Action by the Board of Directors. Without the approval of the Board of Directors of the Company that includes the affirmative vote of the Investor Designee, the Company shall not, in a single transaction or a series of related transactions, at any time after the date hereof, directly or indirectly: (a) issue any equity securities at a price per share of Common Stock (or, in the case of Common Stock Equivalents (as defined in Section 1), having a conversion price per share of Common Stock) less than 80% of the Market Price of the Common Stock, (b) acquire, sell, lease, transfer or otherwise dispose of any assets other than in the ordinary course of business consistent with past practice, (c) make any capital expenditure in excess of $100,000 per fiscal year or not in accordance with the annual budget approved by the Company's Board of Directors including the affirmative vote of the Investor Designee for the then current fiscal year, (d) amend, supplement, modify or repeal any provision of the Certificate of Incorporation or By-Laws of the Company or take any other action, including, without limitation, the adoption of a stockholders' rights plan or similar plan, or the consummation of a capital stock repurchase or redemption, (e) modify, extend or renew the agreements set forth on Schedule 6.4(e) thereto, (f) enter into any material transaction with Andreas Typaldos or his Affiliates, (g) issue any equity securities h▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇oting rights or dividend or liquidation preference over Common Stock for consideration other than tangible property at fair market value or cash, or (h) until the Company shall have raised not less than $3 million of equity financing after the Closing Date at a minimum average price per share of $1.75, make any expenditure or commitment that deviates in any material respect from the budget annexed hereto as Schedule 6.5(h). For the purpose of this Section 6.4, "Market Price" means the average of the daily mid-points between the closing bid and asked prices for the Company's Common Shares as reported in the Over-the-Counter Bulletin Board, for the twenty (20) most recent trading days for which such information is available preceding the date of determination as shown by Bloomberg LP or a similar service.
Action by the Board of Directors. (a) Unless provided otherwise in this Agreement, the Directors will act only: (i) by the affirmative vote of a majority of the Directors (which majority will include any requisite number of Independent Directors required by the ▇▇▇▇ ▇▇▇) present at a meeting duly called at which a quorum of the Directors is present either in person or, to the extent consistent with the provisions of the 1940 Act, by conference telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other; or (ii) by unanimous written consent of all of the Directors without a meeting, if permissible under the ▇▇▇▇ ▇▇▇.
(b) The Directors may designate from time to time a Director or an officer of the Partnership or the General Partner who will preside at all meetings. Meetings of the Directors may be called by the General Partner, the Chairman or any two Directors, and may be held on any date and at any time and place determined by the Directors. Each Director will be entitled to receive written notice of the date, time and place of a meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who attends a meeting without objecting to the lack of notice or who executes a written waiver of notice with respect to the meeting. A majority of the Directors then in office will constitute a quorum at any meeting.
(c) The Directors may appoint from time to time agents and employees of the Partnership who will have the same powers and duties on behalf of the Partnership as are customarily vested in officers of a corporation incorporated under Delaware law, or such other powers and duties as may be designated by the Directors, in their sole discretion, and designate them as officers or agents of the Partnership by resolution of the Directors specifying their titles or functions.
Action by the Board of Directors. Except as otherwise provided in Sections 3.03(b), all actions of the Board of Directors shall require the affirmative vote of the majority of directors present at a duly convened meeting of the Board at which a quorum is present or, in lieu of a meeting, by the unanimous written consent of the members of the Board of Directors.
Action by the Board of Directors. (a) Except as provided herein, all decisions of the Board of Directors shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of an Executive Committee of the Board of Directors, to the extent such decisions may be delegated to an Executive Committee pursuant to applicable law and Section 4.1(g).
(b) As long as Wil▇▇▇▇▇, ▇ogether with any and all of its Permitted Transferees, beneficially owns in aggregate 40% or more of the Shares beneficially owned by Wil▇▇▇▇▇ ▇▇ the Effective Date, without the affirmative vote of each of the Wil▇▇▇▇▇ ▇▇minees, the Company shall not, and it shall cause each of its Subsidiaries not to, directly or indirectly, (i) incur a significant amount of Indebtedness in the aggregate (which for purposes of this clause (i), any amount in excess of $10 million in the aggregate shall be deemed to be significant); (ii) redeem, purchase or otherwise acquire for value, or set apart money or other property for any
Action by the Board of Directors. (a) Except as otherwise provided by law or in these By-laws, an Act of the Board of Directors means action taken at a meeting of the Board at which a quorum is present and by vote of a majority of the Directors present at the time of the vote.
(b) The following actions require approval by two-thirds vote of the entire Board of Directors: the purchase of real property that will constitute all or substantially all of the assets of the Corporation once purchased; and the sale, lease, mortgage, exchange or other disposition of all or substantially all of the Corporation’s assets (including real property). Any purchase, sale, mortgage, lease, exchange or other transfer of real property that does not require Board approval as provided in this Section may be approved by a Committee of the Board. Such Committee shall promptly report any actions it takes to the Board no later than the next regular meeting of the Board.7
(c) The following actions (in addition to those otherwise provided in these By-laws) require approval by majority vote of the entire Board of Directors: approval of amendments to the Certificate of Incorporation; and amending the minimum or maximum number of Directors as set forth in Article III, Section 2.
(d) Any action required of, or permitted to be taken by, the Board of Directors or any committee may be taken without a meeting if all members of the Board or the committee consent to the adoption of a resolution authorizing the action. The resolution and the written consents shall be filed with the minutes of the Board or committee. Consents may be provided: (i) in a writing signed by the Director or committee member either in hard copy or by affixing a signature by any reasonable means (e.g., fax signature); or (ii) by e-mail that includes information from which the recipient can reasonably determine that the transmission was authorized by the Director or committee member.8
(e) Any or all Directors, or any committee members, may participate in a meeting by means of a telephone conference, electronic video screen communication or similar communications equipment. Participation by such means shall constitute presence in person at a meeting provided that all persons participating in the meeting can hear each other at the same time and each individual may participate in all matters before the Board or committee, including, but not limited to, proposing, objecting to and voting upon a specific action taken at the meeting.9