Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:
Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.
Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.
Initial Directors The initial number of directors of Amalco shall be one. The initial director of Amalco shall be: Name Address Xxxx Xxxxxx 1780 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0_
Selection and Nomination of Trustees While this Plan is in effect, the selection and nomination of persons to be Trustees of the Fund who are not "interested persons" of the Fund ("Disinterested Trustees") shall be committed to the discretion of the incumbent Disinterested Trustees. Nothing herein shall prevent the incumbent Disinterested Trustees from soliciting the views or the involvement of others in such selection or nomination as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Trustees.
Director Resignations The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations executed by each director of the Company in office as of immediately prior to the Effective Time and effective upon the Effective Time.
DIRECTORS’ STATEMENT The Board of Directors of Hua-An, having considered all aspect of the Proposed Acquisition, is of the opinion that the execution of the Proposed Acquisition in the best interests of Hua-An.
Board Membership During the Employment Term, Executive will serve as a member of the Board, subject to any required Board and/or stockholder approval.
CERTIFICATION OF MEMBERS The undersigned hereby agree, acknowledge, and certify that the foregoing Operating Agreement is adopted and approved by each Member. The agreement consisting of pages, constitutes, together with Exhibit 1, Exhibit 2, and Exhibit 3, the Operating Agreement of , adopted by the Members as of the day of , 20 . Members: Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: % EXHIBIT 1 LISTING OF MANAGERS By a majority vote of the Members, the following Managers were elected to operate the Company pursuant to ARTICLE IV of the Agreement: Signature Printed Name Chief Executive Manager Address Signature Printed Name Title: Address The above listed Manager(s) will serve in their capacities until they are removed for any reason by a majority vote of the Members as defined by ARTICLE IV or upon their voluntary resignation. Signed and agreed this day of , 20 . Signature of Member Printed Name Signature of Member Printed Name Signature of Member Printed Name Signature of Member Printed Name EXHIBIT 2 LISTING OF MEMBERS As of the day of , 20 the following is a list of Members of the Company: Name Percent % Address Name Percent % Address Name Percent % Address Name Percent % Address Authorized by Member(s) to provide Member Listing as of this day of , 20 . Signature of Member Signature of Member Signature of Member Signature of Member EXHIBIT 3 CAPITAL CONTRIBUTIONS Pursuant to ARTICLE II, the Members' initial contribution to the Company capital is stated to be $ . The description and each individual portion of this initial contribution is as follows: $ $ $ $ $ $ $ $ $ SIGNED AND AGREED this day of , 20 . Member Member Member Member LLC Resolution to Open a Bank Account Account: Holder: Bank Name: Address:
DIRECTORS' FEES Directors' fees and other similar payments derived by a resident of a Contracting State in his capacity as a member of the board of directors of a company which is a resident of the other Contracting State may be taxed in that other State.
