Common use of Determinations and Actions by the Board of Directors Clause in Contracts

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Corporation as may be necessary or advisable in the administration of this Agreement. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.

Appears in 8 contracts

Samples: Shareholder Rights Plan Agreement (Quaterra Resources Inc), Shareholder Rights Plan Agreement (Quaterra Resources Inc), Shareholder Rights Plan Agreement

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Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, Directors shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or to the Corporation as may be necessary or advisable in the administration of this Agreement. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.

Appears in 4 contracts

Samples: Shareholder Rights Plan Agreement (Mad Catz Interactive Inc), Shareholder Rights Plan Agreement (Ym Biosciences Inc), Shareholder Rights Plan Agreement (Ym Biosciences Inc)

Determinations and Actions by the Board of Directors. The Board of Directors, upon on the advice of outside counsel, shall will have the exclusive power and authority to administer this Agreement agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Corporation as may be Company that are necessary or advisable in the administration of this Agreementagreement. All such actions, calculations calculations, and determinations (including all omissions with respect relating to the foregoingthose actions, calculations, and determinations) which that are done or made by the Board of Directors, Directors in good faith, shall faith will not subject the Board of Directors or any director of the Corporation Company to any liability to the holders of the Rights.

Appears in 3 contracts

Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement (Orko Silver Corp), Shareholder Rights Plan Agreement (Candente Resource Corp)

Determinations and Actions by the Board of Directors. The Board of Directors, upon Upon the advice of outside legal counsel, the Board of Directors shall have the exclusive power and authority to administer this Agreement agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Corporation as may be necessary or advisable in the administration of this Agreementagreement, including, without limitation, the right and power to, make all determinations deemed necessary or advisable for the administration of this agreement. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, Directors in good faith, shall faith in connection with this agreement will not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement (Royal Standard Minerals Inc)

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, Directors shall have the exclusive power and authority to administer and amend this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Corporation Corporation, or as may be necessary or advisable in the administration of this Agreement. All such actions, calculations including, without limitation, the right and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.power to

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (Hemisphere Energy Corp), Shareholder Rights Plan Agreement (Rio Alto Mining LTD)

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, Directors shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Corporation Corporation, or as may be necessary or advisable in the administration of this Agreement. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement (Gold Reserve Corp)

Determinations and Actions by the Board of Directors. The Board of Directors, upon Directors of the advice of outside counsel, Company shall have the exclusive power and authority to administer this Rights Agreement and to exercise all the rights and powers specifically granted to the Board of Directors of the Company or to the Corporation Company, or as may be necessary or advisable in the administration of this Rights Agreement. All such actions, calculations including, without limitation, the right and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.power to

Appears in 1 contract

Samples: Rights Agreement (Dun & Bradstreet Corp /De/)

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, Directors shall have the exclusive power and authority to administer and, subject to section 5.4, amend this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Corporation hereunder or as may be necessary or advisable in the administration of this Agreement. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall in relation to or in connection with this Agreement, will not subject the Board of Directors or any director of the Corporation to any liability to the holders of the RightsRights or to any other parties.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Nevada Geothermal Power Inc)

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Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, Directors shall have the exclusive power and authority to administer this Agreement and to exercise all the rights and powers specifically granted to the Board of Directors or to the Corporation as may be necessary Company (subject to any express limitations of or advisable conditions to such power, authority and rights set forth in the administration of this Agreement) hereunder. All such actions, calculations calculations, interpretations and determinations (including all omissions with respect to the foregoing) which that are done or made by the Board of Directors, Directors in good faithfaith shall be final, shall not subject conclusive and binding on the Board of Directors or any director of Company, the Corporation to any liability to Rights Agent, the holders of the Rights, as such, and all other applicable Persons.

Appears in 1 contract

Samples: Rights Agreement (I Flow Corp /De/)

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, Directors shall have the exclusive power and authority to administer and, subject to section , amend this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Corporation hereunder or as may be necessary or advisable in the administration of this Agreement. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall in relation to or in connection with this Agreement, will not subject the Board of Directors or any director of the Corporation to any liability to the holders of the RightsRights or to any other parties.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Nevada Geothermal Power Inc)

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Corporation as may be necessary or advisable in the administration of this Agreement. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (American Eco Corp)

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, Directors shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to in accordance with the Board of Directors or the Corporation as may be necessary or advisable in the administration of this Agreementterms hereof. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall not subject the Board of Directors or any director of the Corporation to any liability to the holders of the Rights.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Aurizon Mines LTD)

Determinations and Actions by the Board of Directors. The Board of Directors, upon the advice of outside counsel, shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Corporation as may be necessary or advisable in the administration of this Agreement. All such actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors, in good faith, shall not subject the Board of Directors or any director of the Corporation to any liability whatsoever to the holders of the Rights.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

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