Interested Directors Sample Clauses

Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.
Interested Directors. (a) No contract or transaction between the company and any of its directors or officers, or between the company and any other company, partnership, association, or other organization in which any of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if:
Interested Directors. A director who is directly or indirectly a party to a contract or transaction with the Corporation, or is a director or officer of or has a financial interest in any other corporation, partnership, association or other organization which is a party to a contract or transaction with the Corporation, may be counted in determining whether a quorum is present at any meeting of the Board of Directors or a committee thereof at which such contract or transaction is considered or authorized, and such director may participate in such meeting and vote on such authorization to the extent permitted by applicable law, including Section 144 of the General Corporation Law of the State of Delaware.
Interested Directors. 15 Section 8.1: Interested Directors; Quorum....................... 15 ARTICLE IX - MISCELLANEOUS............................................. 16 Section 9.1: Fiscal Year........................................ 16 Section 9.2: Seal............................................... 16 Section 9.3: Form of Records.................................... 16 Section 9.4: Reliance Upon Books and Records.................... 16 Section 9.6: Severability....................................... 16 ARTICLE X - AMENDMENT.................................................. 17 Section 10.1: Amendments......................................... 17 RESTATED BYLAWS OF INTERWOVEN, INC. (a Delaware corporation) As Adopted July 22, 1999 and Amended September 20, 1999
Interested Directors. 7 SECTION 3.12 Resignation.....................................................................8 SECTION 3.13 Compensation of Directors.......................................................8
Interested Directors. Except as provided in this agreement including in clause 4.1 below, a Director who is Interested (as defined in the Companies Act) in a transaction entered into or to be entered into by the Company may vote on any matter related to the transaction, and shall be included in the quorum of Directors considering the transaction.
Interested Directors. 13 Section 8.1: Interested Directors; Quorum.......................... 13 TABLE OF CONTENTS (Cont'd) PAGE ARTICLE IX - MISCELLANEOUS....................................................... 13 Section 9.1: Fiscal Year............................................. 13 Section 9.2: Seal.................................................... 14 Section 9.3: Form of Records......................................... 14 Section 9.4: Reliance Upon Books and Records......................... 14 Section 9.5: Certificate of Incorporation Governs.................... 14 Section 9.6: Severability............................................ 14 ARTICLE X - AMENDMENT............................................................ 15 Section 10.1: Amendments.............................................. 15 BYLAWS OF TSI INTERNATIONAL SOFTWARE LTD. (a Delaware Corporation) As Adopted September 10, 1993 and Amended through July 8, 1997
Interested Directors. 11 ARTICLE IV: OFFICERS
Interested Directors. (a) Subject to clause 4.10(b), a Director who has a material personal interest in a matter being considered by the Board must not consider the matter in question, vote on the matter or sign any written resolution of the Directors concerning the matter, unless:
Interested Directors. 109. (i) No Director or proposed Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, (ii) nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company with any person, company or partnership of or in which any Director shall be a member or otherwise interested be capable on that account of being voidable or voided, (iii) nor shall any such contract or arrangement be voidable or voided solely because the Director is present at or participates in the meeting of the Directors or committee thereof which authorizes the contract or arrangement, or solely because the Directors’ votes are counted for such purpose, and (iv) nor shall any Director so contracting or being any member or so interested be liable to account to the Company for any profit so realised by any such contract or arrangement by reason only of such Director holding that office or the fiduciary relationship, thereby established, provided that in each such case (a) such Director shall, if his interest in such contract or arrangement is material, declare the nature of his interest at the earliest meeting of the Board at which it is practicable for him to do so, either specifically or by way of a general notice stating that, by reason of the facts specified in the notice, he is to be regarded as interested in any contracts of a specified description which may subsequently be made by the Company and (b) if such contract or arrangement is a Related Party Transaction, such Related Party Transaction has been approved in accordance with applicable laws, rules, regulations and the Nasdaq Rules. 110. Any Director may continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company in which the Company may be interested and (unless otherwise agreed between the Company and the Director) no such Director shall be liable to account to the Company or the members for any remuneration or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any such other company. The Directors may exercise the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as directors of such other company in such manner in all respects as...