Board Actions definition

Board Actions has the meaning set forth in Section 1.2(a).

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Board Actions. If the parties fail to resolve the impasse, the dispute shall be sent to the District’s Board of Directors for resolution. Each party shall submit its written proposal on all issues to the Board. The Board may take such action to resolve the impasse as it deems appropriate to the public interest. Any action taken by the Board to resolve the impasse shall be final and binding.

Board Actions means the adoption by the Board of Directors, at a duly called and held meeting (by all directors present), of resolutions: (i) determining that the terms of the Offer, the Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of the Company and its stockholders, and declaring the Agreement advisable; (ii) approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Tender Agreements, the Offer and the Merger; (iii) recommending that the stockholders of the Company accept the Offer, tender their shares of Common Stock to Merger Sub pursuant to the Offer and, if applicable, approve and adopt this Agreement and the Merger (the actions in this clause (iii), the “Recommendation”); (iv) rendering the restrictions on business combinations contained in Section 203 of the DGCL inapplicable to the Tender Agreements, the Offer, this Agreement and the other transactions contemplated hereby, including the Merger; (v) rendering the Rights Agreement inapplicable to the Tender Agreements, the Offer, this Agreement and the other transactions contemplated hereby, including the Merger; (vi) resolving to make the Recommendation to the stockholders of the Company and directing that, to the extent required by the DGCL, this Agreement be submitted for adoption by the stockholders of the Company at the Company Meeting and (vii) electing that the Offer and the Merger, to the extent of the Board of Directors’ power and authority and to the extent permitted by Law, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement.

Examples of Board Actions in a sentence

• The Company hereby consents to the inclusion in the Offer Documents of the Board Actions and the Recommendation of the board of directors of the Company (the “Company Board”).

• On the date the Offer Documents are first filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with any supplements or amendments thereto, the “Schedule 14D-9”), which shall describe and make the Recommendation with respect to the Offer and describe the other Board Actions, and promptly thereafter shall mail the Schedule 14D-9 to the holders of the Company Common Stock.

• The board of directors of the Company has duly and unanimously adopted resolutions, which have not subsequently been rescinded or modified in any way, adopting the Board Actions.

• Subject to the terms of this Agreement, the Proxy Statement shall reflect the Recommendation and shall include a description of the other Board Actions.

• To the extent permitted by the Applicable Laws, unless otherwise limited by the Board, Directors may participate telephonically, by teleconference, or otherwise remotely in Official Board Actions, and in doing so are members of the quorum.

• The resolutions of the Company Board containing such Recommendation and Board Actions and all other resolutions of the Company Board and of any committee of the Company Board relating to the Agreement, the Offer and the Merger are substantially in the form previously made available to Parent.

• The Company Board has adopted each of the Board Actions, including the Company Board Recommendation, at a meeting duly called at which all of the members of the Company Board were present; provided that any Company Adverse Recommendation Change made in accordance with this Agreement shall not be a breach of the representation in this Section 3.04.

• The Agenda, and non-confidential attachments to said agenda relative to pending Board Actions and approved minutes of the Board shall be made available to the Association President at the close of the workday on the day of their distribution to Board members.

• Subject to Section 5.7(d)(ii), the Proxy Statement shall reflect the Board Recommendation and shall include a description of the other Board Actions.

• The Agenda, and non-confidential attachments to said agenda relative to pending Board Actions and approved minutes of the Board shall be made available to the Association President at the close of the work day on the day of their distribution to Board members.

More Definitions of Board Actions

Board Actions has the meaning set forth in Section 4.1(c).

Board Actions. Section 1.02(a)

Board Actions. Section 2.2(a) “Board of Directors” Recitals

Board Actions is defined in Section 2(b).

Board Actions means the resolutions of the Board of Directors attached hereto as Exhibit C (i) approving the Resolutions, the Option Plans and the implementation of the Share Buy-Back, (ii) convening the Shareholders Meeting to be held not later than September 30, 2004, (iii) recommending that shareholders of the Company approve the Resolutions, (iv) recommending that shareholders of the Company approve the Silver Lake Director Appointment and (v) resolving that the general management of the Company be assumed by a single person designated as both the Chairman and Chief Executive Officer effective immediately after the approval by the shareholders of the Resolutions.