Majority of the Board Sample Clauses

Majority of the Board. Except as required by the Act, or as specifically set forth in this Agreement, action with or without a meeting of the Board of Directors shall be, in each instance, by a consent of the majority of the Board. Any reference in this Agreement to action or approval by or of the Board shall mean such action or approval was authorized by a vote of the Majority of the Board. A proxy may be appointed in writing by any Director, and any Person, including another Director may serve as a proxy for an appointing Director. Except as set forth in Article 4.1, the Board shall have the power to delegate, in writing, to the Manager, such rights and powers to manage and control the business and affairs of the Company as are possessed by the Board. Such delegation may be provided or revoked in writing in the Board's sole and absolute discretion. 4.5
Majority of the Board. Joseph M. Ahearn, Avi Arad, James Carluccio, Alan Fine, James Halpin, Morton Mandel, Isaac Perlmutter, Alfred Piergallini, General Donald Rosenblum and Paul Verkuil (and any other Persons whose election to the Board of Directors of Toy Biz was supported by the majority of the foregoing individuals who held office as a Director of Toy Biz on the date of such election) shall cease to constitute a majority of the Board of Directors of Toy Biz; or

Related to Majority of the Board

  • Plenary authority of the Board of Trustees The Sub-Adviser and Adviser both acknowledge that the Fund is a mutual fund that operates as a series of the Trust under the authority of the Board of Trustees.

  • Authority of the Board The Board shall have full authority to interpret and construe the terms of the Plan and this Option Agreement. The determination of the Board as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • Powers of the Board of Directors The board of directors shall determine the orientations of the company’s business and shall see to it that they are implemented. Under reservation of the powers expressly assigned by law to the meetings of shareholders, and within the limitations of the company purpose, it shall decide with respect to any issue involving the progress of the company and matters of concern to it shall be governed by its resolutions. In its relations with third parties, the company shall be bound even by those acts of the board of directors that are beyond the company purpose, unless it is proven that such third party knew that the act exceeded such purpose or that it could not have been ignorant of such fact, considering the circumstances, being excluded that the publication alone of the by-laws is sufficient to constitute an evidence. The board of directors shall carry out such controls and verifications as it may deem appropriate. The Chairman or the Chief Executive Officer have to communicate to each Director all the necessary documents and information to carry out their respective mission.

  • Composition of the Board of Directors (a) Promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, shares of Common Stock equal to at least a majority of the outstanding shares of Common Stock, pursuant to the Offer, Merger Sub shall be entitled to designate up to such number of directors on the Board of Directors of the Company, rounded up to the next whole number, as will give Merger Sub, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock beneficially owned by Merger Sub and Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Company and its Board of Directors shall, at such time, take any and all such action needed to cause Merger Sub's designees to be appointed to the Company's Board of Directors (including using its reasonable best efforts to cause directors to resign). Subject to applicable law, the Company shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its stockholders an information statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder (the "Information Statement"), and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Sub's designees. Parent or Merger Sub will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. In furtherance thereof, the Company will increase the size of the Company's Board of Directors (subject to the limitations set forth in the Company Charter and By-Laws), or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Merger Sub's designees to be elected to the Company's Board of Directors. At the Effective Time, the Company, if so requested, will use its reasonable efforts to cause persons designated by Merger Sub to constitute the same percentage of each committee of such board, each board of directors of each Subsidiary and each committee of each such board (in each case to the extent of the Company's ability to elect such persons and subject to any applicable stock exchange regulations).

  • Meeting of the Board of Directors The Board of Directors of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Director by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Directors.

  • Parent Board of Directors As soon as practicable after the Effective Time, Parent shall use reasonable efforts to nominate and appoint: (i) a nominee designated by the Company to Class I of its Board of Directors to serve until the annual meeting of stockholders to be held in 1999; (ii) Donald R. Caldwell, or such other nominee designated by the Company, to Class II of its Board of Directors to serve until the annual meeting of stockholders to be held in 2000; and (iii)

  • Size of the Board Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) 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 the size of the Board shall be set and remain at five directors and may be increased only with the written consent of (a) PIC (as defined below) and (b) Stockholders holding at least 50% of the shares of Common Stock then issued and outstanding. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if any, shall be a director and shall preside at all meetings of the stockholders and the Board of Directors, and shall have such power and perform such duties as may from time to time be assigned to him by the Board of Directors.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Committees of the Board of Directors The Board of Directors may from time to time designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.