Board Consent Clause Samples

Board Consent. The board of directors of each Party, in its sole discretion, shall have authorized and approved such Party’s executing, delivering and performing this Agreement.

Board Consent. Consent of the total transaction by the Buyer’s Board of Directors at its sole discretion.

Board Consent. Every reference in this Agreement to a majority or other proportion of directors on the Board shall refer to a majority or other proportion of the votes of the directors as provided in Section 3.2.2 of Article Fourth, Part B, of the Restated Certificate, as amended from time to time.

Board Consent. Without limitations as may be provided in the Restated Articles, for so long as any Preferred Shares are outstanding, the following acts by the Group Companies shall in each case require the prior written approval of a majority of the Board which majority shall include all the Preferred Directors: (a) the acquisition (by way of purchase or otherwise) by any Group Company of any interest in any real property except a lease of office premises; (b) the adoption of the annual budget, business plan and the establishment of performance milestones or corporate benchmarks for the Group Companies, and any material deviations therefrom; (c) the establishment or acquisition of any subsidiary or joint venture; (d) incurrence of indebtedness in excess of US$300,000 individually or in excess of US$1,500,000 in the aggregate during any fiscal year; (e) any loans by any Group Company to any director, officer or employee; (f) the purchase or lease by any Group Company of any motor vehicle valued in excess of US$25,000; (g) the purchase by any Group Company of any securities of any other company in excess of US$30,000 individually or in the aggregate in a consecutive twelve (12)-month period; (h) the increase in compensation of any of the five (5) most highly compensated employees of any Group Company by more than twenty-five (25%) in a consecutive twelve (12)-month period; (i) any transaction or series of transactions between any Group Company and any holder of Ordinary Shares, director, officer or employee of any Group Company that is not in the ordinary course of business or for which the aggregate value exceeds US$30,000; (j) any material changes in any Group Company’s business plan or the appointment of any directors in any Group Company; (k) any amendment or adoption of any new employee stock option plan (or increase of any share reserve thereunder), or approving changes to senior management compensation and bonuses; (l) dismissal or appointment of key executives of the Group Companies (including without limitation, CEO, CFO (or Financial VP or Financial Controller), CTO or other management personnel above the vice-president level); (m) any change in the accounting methods of the Company or any change in the Company’s auditors; (n) any fund transfer from the Company to any PRC Company that is of an amount of more than or RMB500,000 (for a single transfer or an aggregate sum of a series of consequent transfers within one month); or (o) any change in the scope, nature a...

Board Consent. Buyer shall have obtained consent of its Board of Directors, as may be required.

Board Consent. Subject to the applicable law, in addition to any other vote or consent required elsewhere in this Agreement and Restated Articles, none of the Group Companies shall, and the Founders and the holders of Ordinary Shares shall cause each Group Company not to, take any of the following actions without the prior written approval of a majority of members of the Board (which shall include the approval of a simple majority of Preferred Directors, provided that for actions listed in items (a), (b), (c), (d), (e), (f), (g), (h), (j), (l), (m), (n), (o), (p), (q), (r), (s), (t) and (u), such prior written approval shall include the approval of Series A Director): (a) any termination, modification or waiver of, or any amendment to the Transaction Documents; (b) any action that makes or results in the sale of all or substantially all assets or undertakings of any Group Company; (c) the adoption, amendment or termination of the employee share incentive plan, or other equity incentive, purchase, or participation plans for the benefit of any employees, officers, directors, contractors, advisors or consultants of any Group Company, any issuance thereunder to any Founder holding more than 5% of the total issued share and outstanding capital of the Company (calculated on a fully-diluted and as-converted

Board Consent. Cyalume and OmniGlow will secure their respective Board’s / Member’s consent to the Second Amendment, and will provide all Parties copy of the corresponding written resolution.

Board Consent. The Board shall have taken all corporate, legal, tax and regulatory actions it deems advisable or necessary to authorize the Note Exchange and the other transactions contemplated thereby.

Board Consent. The obligation of each of Cedar and Homburg to consummate the Transactions contemplated hereby shall be conditioned upon receipt of the approval of the board of directors of CSCI, the general partner of Cedar, to the transactions contemplated by this Agreement (“Board Consent”). Notwithstanding the foregoing, Cedar shall endeavor to obtain Board Consent on or before the date that is forty-five (45) days following the date hereof (the “Consent Deadline”); provided, however, that in the event that Cedar fails to obtain the Board Consent on or prior to the Consent Deadline, and until such time as Cedar shall obtain such Board Consent, Homburg may terminate this Agreement upon five (5) Business Days written notice to Cedar, whereupon the Deposit shall be promptly returned to Homburg and this Agreement and the obligations of the parties hereunder shall terminate (and no party shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Agreement).