Board Vote Sample Clauses
A Board Vote clause defines the procedures and requirements for decision-making by a company's board of directors. It typically outlines how votes are cast, the quorum needed for a valid vote, and the threshold required for approval, such as a simple majority or a supermajority. For example, the clause may specify that at least half of the directors must be present to hold a vote, and that certain decisions require a two-thirds majority. The core function of this clause is to ensure orderly and transparent governance by establishing clear rules for how the board makes binding decisions.
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Board Vote. At or prior to the date hereof, the Parent Board, at a meeting duly called and held, has, by unanimous vote of all directors, (a) determined that this Agreement and the transactions contemplated hereby, including the Mergers and the issuance of shares of Parent Common Stock in connection therewith, are advisable, fair to and in the best interest of Parent’s stockholders and (b) approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Mergers and the issuance of shares of Parent Common Stock in connection with the First Merger. At or prior to the date hereof, the board of directors of Intermediary Sub or Acquisition Sub, as applicable, at a meeting duly called and held, has, by unanimous vote of all directors, (i) determined that this Agreement and the transactions contemplated hereby, including the Mergers, are advisable, fair to and in the best interest of Intermediary Sub’s Acquisition Sub’s sole stockholder, as applicable, (ii) approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Mergers, (iii) directed that approval of this Agreement be submitted to a vote of Intermediary Sub, as the sole stockholder of Acquisition Sub, (iv) directed that approval of this Agreement be submitted to a vote of Parent, as the sole stockholder of Intermediary Sub and (v) made the recommendation that Parent, as the sole stockholder of Acquisition Sub, approve this Agreement, including the Mergers contemplated hereby. Promptly following the execution and delivery of this Agreement, this Agreement, including the Mergers contemplated hereby, will be approved and adopted by Intermediary Sub, as the sole stockholder of Acquisition Sub, and by Parent, as the sole stockholder of Intermediary Sub in accordance with the requirements of the DGCL and MGCL, as applicable.
Board Vote. Except as set forth in Section 7.9 and except as provided in Section 3.4 relating to a unanimous Vote of Members, all decisions by the Company (including the incurrence of any liabilities by the Company other than those related solely to the ownership of the Shares) will be made by the affirmative Vote of a majority of the Managing Directors without regard to vacancies.
Board Vote. Meetings of directors shall make decisions by passing resolutions. A resolution is passed if:
(a) more votes are cast for it than against it; and
(b) at least one SoftBank Director and one Guardant Director have voted in favour of it. At a meeting of directors, each director has one vote. If the parties are not represented at any meeting of the Board by an equal number of SoftBank Directors and Guardant Directors (whether present in person or, in accordance with clause 6.6, by alternate), then one of the directors so nominated by the party which is represented by fewer directors shall be entitled at that meeting to such additional vote or votes as shall result in the directors so present representing each party having, in aggregate, an equal number of votes.
Board Vote. Actions by the Board; Committees; Delegation and Duties
Board Vote. (a) The Directors appointed to the Board by Discovery shall collectively have one vote (the “Discovery Vote”), and the Directors appointed to the Board by Hasbro shall collectively have one vote (the “Hasbro Vote”). Any resolution adopted, decision made or action undertaken by the Board shall require two affirmative votes (i.e., an affirmative Discovery Vote and an affirmative Hasbro Vote).
(b) Notwithstanding anything to the contrary as a result of a delegation of authority pursuant to this Article 7, in addition to any other matters the approval of which is reserved to the Board in accordance with the terms of this Agreement or the approval of which the Board may reserve to itself pursuant to its authority described in Section 7.01, the following actions shall require the express approval of the Board: ********************************************************************************************************************* ********************************************************************************************************************* ********************************************************************************************************************* ********************************************************************************************************************* ********************************************************************************************************************* ********************************************************************************************************************* ********************************************************************************************************************* ********************************************************************************************************************* ********************************************************************************************************************* ****************************************************************************** *************************************** ******************************************************************************************************************** ********************************************************************************************************************* ********************************************************************************************************************* ********************************************************************************************************************* ********************************...
Board Vote. At or prior to the date hereof, the Board of Directors, at a meeting duly called and held, has, by unanimous vote of all directors then in office (other than any director abstaining from such vote), (a) determined that this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interest of KiOR’s stockholders; and (b) approved and adopted this Agreement and the transactions contemplated hereby.
Board Vote. An affirmative vote at a meeting duly noticed in accordance with the provisions of this Agreement where the vote of the Directors present constitutes the requisite approval specified in the relevant Section of this Agreement or, if there is no requisite approval stated in the relevant Section, then by an affirmative vote of the Directors at such a duly noticed meeting whose vote constitutes a majority of the Directors; or
Board Vote. The Board of Directors of Parent, at a meeting duly called and held on August 11, 2004, has by the unanimous vote of those directors present determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to and in the best interests of Parent and the stockholders of Parent and has approved the same.
Board Vote. (a) The Directors appointed to the Board by Discovery shall collectively have two votes (the "Discovery Votes"), and the Directors appointed to the Board by Hasbro shall collectively have one vote (the "Hasbro Vote", and collectively with the Discovery Votes, the "Board Votes"). Except as set forth in Section 7.03(b), any resolution adopted, decision made and/or action undertaken by the Board shall require the affirmative vote of a majority of the Board Votes. For the avoidance of doubt, all of the votes to which the Directors appointed by Discovery are entitled pursuant to this Section 7.03(a) shall be cast as directed by a majority of the Directors appointed by Discovery present at any meeting of the Board and all of the votes to which the Directors appointed by Hasbro are entitled pursuant to this Section 7.03(a) shall be cast as directed by a majority of the Directors appointed by Hasbro present at any meeting of the Board, provided, however, at any meeting of the Board where the votes of the Directors appointed by a Member are opposed and there is no majority with respect to such Member's Directors, the Designated Representative of such Member shall determine the vote of such Member.
(b) Notwithstanding Section 7.03(a), the following actions shall require both (i) the affirmative vote of a majority of the Board Votes, and (ii) the affirmative vote of the Hasbro Vote: ******************************************************************************************************************************************************************************************* ******************************************************************************************************************************************************************************************* ******************************************************************************************************************************************************************************************* ******************************************************************************************************************************************************************************************* ******************************************************************************************************************************************************************************************* *********************************************************************************************************************************************************************...
Board Vote. The Board of Directors, at a meeting duly called and held, has, by unanimous vote of all directors then in office (other than any director abstaining from such vote), (a) determined that this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby are advisable and in the best interest of the Company’s stockholders; and (b) approved and adopted this Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby.