Independent Director Approval Sample Clauses

Independent Director Approval. Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time, if Parent’s designees pursuant to Section 1.3(a) constitute a majority of the Company Board, the approval of a majority of the Independent Directors (or of the sole Independent Director if there shall be only one (1) Independent Director) shall be required for the Company to authorize (such authorization, the “Independent Director Approval”): (i) any consent or action by the Company required under this Agreement, including termination of this Agreement by the Company, (ii) any amendment of this Agreement or of the Company’s Second Restated Articles of Incorporation (the “Company Articles of Incorporation”) or Amended and Restated Bylaws (the “Company Bylaws” and, together with the Company Articles of Incorporation, the “Company Charter Documents”), (iii) any extension of the time for performance of any obligation or action hereunder by Parent or Merger Sub, (iv) any waiver of compliance with any covenant of Parent or Merger Sub or any waiver of any other agreements or conditions contained herein for the benefit of the Company or (v) any exercise of the Company’s rights or remedies under this Agreement or any action seeking to enforce any obligation of Parent or Merger Sub under this Agreement. If asked to take any of the actions or to perform any of the duties set forth in this Section 1.3(f), and with respect to any transactions where Parent has or reasonably may be deemed to have interests that are materially different from or in addition to the interests of the holders of Shares which are not Affiliates of Parent, the Independent Directors shall have the authority to retain, at the expense of the Company, the Company’s current outside legal counsel, Weil, Gotshal & Xxxxxx LLP, and a financial advisor, in each case, as reasonably necessary to ensure the exercise and discharge of their fiduciary and other duties and their obligations under this Agreement. In addition, following the appointment of Parent’s designees pursuant to Section 1.3(a), the Independent Directors shall have the authority to institute any action, on behalf of the Company and any holders of Shares which are not Affiliates of Parent (including at the request of such holders), to enforce the performance by Merger Sub or Parent of its obligations under this Agreement.
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Independent Director Approval. The Company and each Purchaser acknowledges and agrees that the Company shall not be authorized, without the approval or ratification of a majority (but not less than two (2)) of the Independent Directors who are not also Class B Directors (such approval or ratification being referred to herein as "Required Independent Approval") (in addition to any approvals required hereunder, pursuant to the Certificate or applicable law), to take, cause, permit or authorize any of the following actions, and any attempt to take or authorize any such action without such approval shall be deemed void ab initio (unless ratified at the next meeting of the Board by Required Independent Approval which, for this purpose, shall be determined without giving effect to the vote of any Independent Director elected to office following the time such action was taken if such Independent Director was elected to fill a vacancy resulting from the removal without cause of an Independent Director in office at the time such action was taken):
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Independent Director Approval. After directors designated by Parent are elected or appointed to the Company Board pursuant to Section 1.03(a) and prior to the Effective Time, the approval of the Independent Director Committee, by a majority vote of its members, shall be required for the Company to authorize (and, to the extent permitted by applicable Law, such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company Board or the Company, including any action by any other director, shall be required to authorize) (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement, (iii) any extension of the time for the performance of any of the obligations or actions hereunder by Parent or Merger Sub, (iv) any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or its stockholders, (v) except as provided herein, any amendment of the governing documents of the Company if any such amendment would reasonably be expected to adversely affect the holders of Shares (other than Parent or Merger Sub), or (vi) the taking of any other action or making of any other determination of the Company Board under or in connection with this Agreement if such action would reasonably be expected to adversely affect the holders of Shares (other than Parent or Merger Sub) (clauses (i) through (vi), the “Independent Director Committee Actions”). The Independent Directors shall have, and Parent shall cause the Independent Directors to have, the authority to retain such counsel (which may include current counsel to the Company or the Company Board) and other advisors at the expense of the Company as determined by the Independent Director Committee, and the authority to institute any action on behalf of the Company to enforce performance of this Agreement.
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Independent Director Approval. Notwithstanding anything to the contrary set forth in this Agreement, each Shareholder may publicly support, vote in favor of, approve and tender into any transaction to the extent such transaction has received Independent Director Approval.
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Independent Director Approval. 100. Notwithstanding anything herein to the contrary, the Company shall not, without Unanimous Director Consent:
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Independent Director Approval. Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time, the approval or written consent of a majority of the Independent Directors (or of the sole Independent Director if there shall be only one (1) Independent Director) shall be required for the Company to authorize (and, subject to the fullest extent permitted by applicable law, such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (such authorization, the “Independent Director Approval”): (i) any consent or action by the Company required under this Agreement, including any amendment or termination of this Agreement by the Company, (ii) any extension of the time for performance of any obligation or action hereunder by Parent or Purchaser, (iii) any waiver of compliance with any covenant of Parent or Purchaser or any waiver of any other agreements or conditions contained herein for the benefit of the Company or (iv) any exercise of the Company’s rights or remedies under this Agreement.
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Independent Director Approval. After Sub's nominees have become members of the Company Board under Section 7.05 and prior to the Effective Time, the Company may not:
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Independent Director Approval. Neither the Company nor any Material Subsidiary shall take any of the following actions without both a Majority Vote and the approval of a majority of the Independent Directors:
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Independent Director Approval. The Lenders shall have received written evidence satisfactory to them of the approval of this Agreement and the borrowing hereunder by a majority of the independent directors of Golden Queen Mining Co. Ltd.
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Related to Independent Director Approval

  • Director Approval The Board of Directors of Holdings shall have approved this Agreement and the transactions contemplated herein.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Matters Requiring Investor Director Approval So long as the holders of Preferred Stock are entitled to elect a Preferred Director, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors:

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director 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. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • Company Board Approval The Company Board has unanimously (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement and consummate the Merger upon the terms and subject to the conditions set forth herein; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger upon the terms and conditions set forth herein; and (iii) resolved to recommend that the Company Stockholders adopt this Agreement and approve the Merger in accordance with the DGCL (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof.

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

  • Stockholders Approval (i) This Agreement shall have been approved by the requisite affirmative vote of the holders of shares of Company Common Stock present and voting at the Company Stockholders’ Meeting in accordance with applicable Law (the “Company Stockholders’ Approval”) and (ii) the issuance of Parent Common Stock in connection with the Merger shall have been approved by the requisite affirmative vote of the holders of Parent Common Stock entitled to vote thereon (“Parent Stockholders’ Approval”).

  • Board and Stockholder Approval The Company represents that this Agreement has been approved by the Company’s board of directors and stockholders.

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