Board Quorum, Resolutions Sample Clauses

Board Quorum, Resolutions. The quorum necessary for the transaction of business at a meeting of the Board shall be two (2)
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Board Quorum, Resolutions. A quorum shall be deemed to exist for purposes of Board actionsso long as at least three (3) Directors are present. Any action, determination or resolution of the Board shall require the affirmative vote of a majority of Directors present at a meeting at which a valid quorum pursuant to this Section 4.5 is present.
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Board Quorum, Resolutions. A quorum shall be deemed to exist for purposes of Board actions so long as at least four (4) Directors are present, including one (1) Director appointed by SOFTBANK and one (1) Director appointed by Ariba. If no Director nominated by SOFTBANK or no Director nominated by Ariba attends a duly noticed Board meeting, such meeting shall be immediately adjourned and rescheduled, and written notice of such rescheduled meeting shall be delivered to the Directors not less than five (5) Business Days in advance of the rescheduled meeting. If the number of Directors who attend such rescheduled meeting is not sufficient to constitute a quorum under the first sentence of this Section 4(d), a quorum shall be deemed to exist for purposes of the rescheduled meeting notwithstanding such non-attending Directors' absence so long as there is a sufficient number of directors present to constitute a valid quorum pursuant to the Commercial Code. Any action, determination or resolution of the Board shall require the affirmative vote of a majority of Directors present at a meeting at which a valid quorum pursuant to this Section 4(d) is present. Notwithstanding the foregoing, the matters set forth on [*] shall additionally require the affirmative vote of at least [*] appointed by [*] or [*], provided that at the time such vote is sought the [*] hold at least [*] of the Securities acquired by the [*] pursuant to the Stock Purchase Agreement and pursuant to Sections 11 and 18 of this Agreement.
Sample 1
Board Quorum, Resolutions. The quorum necessary for the transaction of business at a meeting of the Board shall be [* * *] Directors. Any action, determination or resolution of the Board shall require the affirmative vote of a majority of Directors present at a meeting at which a valid quorum pursuant to this Section 4.5 is present.
Sample 1
Board Quorum, Resolutions. A quorum shall be deemed to exist for ------------------------- purposes of Board actions so long as at least three (3) Directors are present, including one Director appointed by each of the Parties. If no Directors nominated by a Party attend a duly noticed Board meeting, such meeting shall be immediately adjourned and rescheduled, and written notice of such rescheduled meeting shall be delivered to the Directors not less than five (5) Business Days in advance of the rescheduled meeting. If the number of Directors who attend such rescheduled meeting is not sufficient to constitute a quorum under the first sentence of this Section 4.5, a quorum shall be deemed to exist for purposes of the rescheduled meeting notwithstanding such non-attending Directors' absence so long as there is a sufficient number of directors present to constitute a valid quorum pursuant to the Commercial Code. Any action, determination or resolution of the Board shall require the affirmative vote of a majority of Directors present at a meeting at which a valid quorum pursuant to this Section 4.5 is present.
Sample 1
Board Quorum, Resolutions. A quorum shall be deemed to exist for purposes of Board actions so long as at least two (2) Directors are present, including at least one (1) Director appointed by each Party. Any action, determination or resolution of the Board shall require the affirmative vote of a majority of Directors present at 587490.10A-PALSR01A - MSW a meeting at which a valid quorum pursuant to this Section 5.5 is present. If a quorum is not present at a duly noticed Board meeting under the first sentence of this Section 5.5, such meeting shall be immediately adjourned and rescheduled, solely relating to matters proposed to be discussed at the prior adjourned meeting, and notice of such rescheduled meeting shall be delivered to each Director not less than five (5) Business Days in advance of the rescheduled meeting. At such rescheduled meeting a quorum shall exist if at least two (2) Directors are present.
Sample 1

Related to Board Quorum, Resolutions

  • Corporate Resolutions Delivery by the Company to the Buyer a copy of resolutions of the Company’s board of directors, approving and authorizing the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby in the form attached hereto as Exhibit C (the “Irrevocable Resolutions”);

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • 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.

  • The Board of Directors AGREES TO—

  • Informal Resolution To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other.

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • 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.

  • Problem Resolution The parties will endeavour to resolve any problems identified with the operation of this Agreement as they arise.

  • Corporate Resolution As of the date hereof, Seller shall have received from Purchaser a certified copy of its corporate resolution approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, together with such other certificates of incumbency and other evidences of corporate authority as Seller or its counsel may reasonably request.

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