Certain Board Action Clause Samples
Certain Board Action. Any action on the following matters shall only be taken (in addition to any requirements under applicable law) pursuant to a resolution duly adopted by a vote of at least four of the six members of the Board of Directors as authorized by the Ustav:
(a) Amendment of the Ustav;
(b) Dissolution or voluntary bankruptcy of JVCo;
(c) Approval of the Annual Budget;
(d) Acquisitions of assets or businesses for the equivalent of consideration in excess of US$5,000,000 and any disposition or transfer of the Cellular License;
(e) Entering into new joint ventures which individually require investment (including in-kind investment) in excess of US$1,000,000;
(f) Incurrence of indebtedness in excess of US$2,000,000.
Certain Board Action. Prior to the execution of this Agreement, the Board of Directors of Charter, at a meeting duly called and held, has by the required vote (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the transactions contemplated thereby, taken together, are fair to and in the best interest of the stockholders of Charter, and (ii) resolved to recommend that the holders of the shares of Charter Common Stock adopt this Agreement and the transactions contemplated herein, including the Merger.
Certain Board Action. 16 ARTICLE IV