Certain Board Actions Sample Clauses

Certain Board Actions. The parties agree that without the prior unanimous approval of the Directors designated by MUSI, Finpart International and the Frisby Stockholders, the Company will not: (a) dissolve, liquidate, recapitalize or reorganize the Company; or (b) commence any case, proceeding or other action relating to bankruptcy or reorganization of the Company.

Certain Board Actions. The Executive will not vote on any matter involving the Executive’s own compensation, matters involving Incapacity under Section 8 hereof or any motion involving termination of the Executive’s employment under this Agreement. Notwithstanding the foregoing sentence the Executive may vote on compensation-related plans involving officers, directors or employees as a group, including bonus, stock, and option plans.

Certain Board Actions. When evaluating any offer of another party for a tender or exchange offer for any equity security of the Corporation, or any proposal to merge or consolidate the Corporation with another corporation, or to purchase or otherwise acquire all of substantially all of the properties and assets of the Corporation, the directors of the Corporation may, in determining what they believe to be in the best interests of the Corporation and its shareholders, give due consideration to the social, Legal, and economic effects on employees, customers, and suppliers of the Corporation and its subsidiaries, and on the communities and geographical areas in which the Corporation and its subsidiaries operate, the economy of the state and the nation, the long-term as well as short-term interests of the Corporation and its shareholders, including the possibility that these interests maybe best served by the continued independence of the Corporation and other relevant facts.

Certain Board Actions. The parties agree that without the prior unanimous approval of the Directors designated by MUSI and the ▇▇▇▇▇▇ Group Representative, the Company will not: (a) amend its charter or By-laws; (b) effect an Initial Public Offering which provides for the issuance of more than 1,900,000 shares of Common Stock (without giving effect to any shares of Common Stock to be offered pursuant to the Underwriter's over-allotment option) or at a price per share not within the range set forth in the Barington Agreement; (c) other than as contemplated by the Purchase Agreement and the Ancillary Agreements, make or enter into any contract or commitment involving the payment of money, provision of services or the lending of any funds to any Stockholder or any Affiliate of any Stockholder other than in the ordinary course of business; (d) make or enter into or amend any employment agreement, bonus or severance arrangement with any ▇▇▇▇▇▇ Stockholder; (e) issue, grant, deliver, sell, redeem or purchase any shares of the Company's capital stock or any options or warrants with respect to any such shares of the Company's capital stock other than (i) pursuant to the Option Agreement, (ii) pursuant to any Public Offering of capital stock,(iii) as contemplated by clause 5.2(j) below or (iv) any other issuances which, in the aggregate, do not exceed three percent (3%) of the Company's capital stock on a fully-diluted basis; (f) acquire any asset costing in excess of $250,000 or make or agree to make any capital expenditure in excess of $250,000; (g) merge or consolidate with any other Person or sell all or substantially all of the assets of the Company; (h) acquire all or substantially all of the assets of another Person or enter into a partnership or joint venture with another Person, which acquisition, partnership or joint venture has a transaction value in excess of $250,000. (i) incur any indebtedness for borrowed money in excess of $500,000 or guarantee any such indebtedness or sell any debt securities of the Company or guarantee any debt securities of any Person; (j) adopt any employee stock option plan, or any stock appreciation, phantom stock, profit participation or similar agreement or arrangement other than an employee stock option plan containing those terms set forth in Schedule 5.2; (k) sell, mortgage, pledge, dispose or transfer all or a material portion of the Company's assets or business, other than licensing agreements or arrangements entered into in the ordinary cour...

Certain Board Actions. The Executive will not vote on any matter involving the Executive’s own compensation, matters involving Incapacity under Section 8 hereof or any motion involving termination of the Executive’s employment under this Agreement. Notwithstanding the foregoing sentence the Executive may vote on compensation-related plans involving officers, directors or employees as a group, including bonus, stock, and option plans, unless such vote would be prohibited by the rules of any national securities exchange or market on which the Company’s shares are then traded or such vote would impair the Company’s ability to deduct compensation under Section 162(m) of the Internal Revenue Code.

Certain Board Actions. The parties agree that without the prior unanimous approval of the Directors designated by MUSI and the ▇▇▇▇▇▇ Group Representative, the Company will not: (a) adopt, during the first twelve months after the Initial Public Offering, any employee stock option plan, or any stock appreciation, phantom stock, profit participation or similar agreement or arrangement other than the 1998 Stock Option Plan, attached as Exhibit B hereto; (b) dissolve, liquidate, recapitalize or reorganize the Company; or (c) commence any case, proceeding or other action relating to bankruptcy or reorganization of the Company.