Disclosure of Interest of Directors Sample Clauses

Disclosure of Interest of Directors a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.
Sample 1Sample 2See All (4)
Disclosure of Interest of Directors. 21 17.1 Obligation to Account for Profits 21 17.2 Restrictions on Voting by Reason of Interest 21 17.3 Interested Director Counted in Quorum 21 17.4 Disclosure of Conflict of Interest or Property 21 17.5 Director Holding Other Office in the Company 21 17.6 No Disqualification 22 17.7 Professional Services by Director or Officer 22 17.8 Director or Officer in Other Corporations 22 18. PROCEEDINGS OF DIRECTORS 22 18.1 Meetings of Directors 22 18.2 Voting at Meetings 22 18.3 Chair of Meetings 22 18.4 Meetings by Telephone or Other Communications Medium 23 18.5 Calling of Meetings 23 18.6 Notice of Meetings 23 18.7 When Notice Not Required 23 18.8 Meeting Valid Despite Failure to Give Notice 23 18.9 Waiver of Notice of Meetings 23 18.10 Quorum 23 18.11 Validity of Acts Where Appointment Defective 24 18.12 Consent Resolutions in Writing 24 19. EXECUTIVE AND OTHER COMMITTEES 24 19.1 Appointment and Powers of Executive Committee 24 19.2 Appointment and Powers of Other Committees 24 19.3 Obligations of Committees 25 19.4 Powers of Board 25 19.5 Committee Meetings 25 20. OFFICERS 25 20.1 Directors May Appoint Officers 25 20.2 Functions, Duties and Powers of Officers 26 20.3 Qualifications 26 20.4 Remuneration and Terms of Appointment 26 21. INDEMNIFICATION 26 21.1 Definitions 26 21.2 Mandatory Indemnification of Directors and Former Directors 26 21.3 Indemnification of Other Persons 27 21.4 Non-Compliance with Business Corporations Act 27 21.5 Company May Purchase Insurance 27 22. DIVIDENDS 27
Sample 1
Disclosure of Interest of Directors other offiCe of DireCtor
Sample 1
Disclosure of Interest of Directors. 15.1 (a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company shall disclose the nature and extent of that interest in accordance with the provisions of the Business Corporations Act.
Sample 1
Disclosure of Interest of Directors. Other office of director
Sample 1
Disclosure of Interest of Directors. 11.1 A Director shall disclose his interest in and not vote in respect of any proposed contract or transaction with the Company in which he is, in any way, directly interested but such Director shall be counted in the quorum at the meeting of the Directors at which the proposed contract or transaction is approved. A directors resolution consented to in writing, or otherwise as herein provided, by all the directors, shall not be deemed to be a vote in respect thereof for the purposes of this paragraph. Where a contract is 4nade between the Company and a Director, a reference to the Director's name in such resolution shall be deemed to be adequate disclosure of his interest therein.
Sample 1
AutoNDA by SimpleDocs
Disclosure of Interest of Directors. 21 17.1 Obligation to Account for Profits 21 17.2 Restrictions on Voting by Reason of Interest 21 17.3 Interested Director Counted in Quorum 21 17.4 Disclosure of Conflict of Interest or Property 21 17.5 Director Holding Other Office in the Company 21 17.6 No Disqualification 21 17.7 Professional Services by Director or Officer. 21 17.8 Director or Officer in Other Corporations 21 18. PROCEEDINGS OF DIRECTORS 22 18.1 Meetings of Directors 22 18.2 Voting at Meetings 22 18.3 Chair of Meetings 22 18.4 Meetings by Telephone or Other Communications Medium 22 18.5 Calling of Meetings 22 18.6 Notice of Meetings 23 18.7 When Notice Not Required 23 18.8 Meeting Valid Despite Failure to Give Notice 23 18.9 Waiver of Notice of Meetings 23 18.10 Quorum 23 18.11 Validity of Acts Where Appointment Defective 23 18.12 Consent Resolutions in Writing 23 Norton Xxxx Xxxxxxxxx Canada llp
Sample 1
Disclosure of Interest of Directors 
Sample 1Sample 2Sample 3See All (18)

Related to Disclosure of Interest of Directors

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Designation of Directors The designees to the Board described above (each a “Designee”) shall be selected as follows:

  • Duties of Directors Except as provided in this Agreement, in exercising their rights and performing their duties under this Agreement, the Directors shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

  • Election of Directors Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

  • Resignations of Directors Any directors of the Company, other than those identified on Schedules 2.1, shall have resigned as directors of the Company.

Time is Money Join Law Insider Premium to draft better contracts faster.