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:
Board Vote. 7.04. 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).
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. 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. 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. (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.
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.
Board Vote. Notwithstanding Section 2(a) above, the vote or affirmative consent of the entire Board shall be necessary for authorizing, effecting or validating the issuance of any new shares of capital stock of the Company that are senior to the Series F Stock with respect to rights of distribution, liquidation, winding up or dissolution.
