Magna Board definition
Examples of Magna Board in a sentence
For greater certainty, it is acknowledged and agreed that the Magna Circular need not include any recommendation of the Magna Board or any committee thereof in favour of the Arrangement Resolution.
The Magna Board has considered a proposal pursuant to which Magna would, among other things, directly or indirectly acquire all of the Purchased Shares on the terms and subject to the conditions set out in this Agreement.
The Magna Board has received a fairness opinion from CIBC World Markets Inc.
The parties will consult with each other with respect to ensuring that Canadian residency requirements for the Magna Board are met.
The Magna Board governance guidelines shall provide that: (i) directors shall declare their interest and abstain from voting on all matters where there is an actual or perceived conflict, including, in the case of Principals who are directors, the appointment of members to Board committees or on any matter where 446 or RM Sub has declared a conflict; and (ii) any material transaction out of the ordinary course of business shall require the support of two-thirds of the directors.
Magna agrees to provide RM with reasonable notice in writing of any proposal to accept, approve or enter into an agreement relating to an Out of the Ordinary Course Transaction, together with a reasonable description of the proposed transaction consistent with the form of description provided to the Magna Board, and to consult with RM prior to accepting, approving or entering into an agreement relating to an Out of the Ordinary Course Transaction.
After receiving the unanimous recommendation of the Special Committee, the Magna Board has approved the execution and delivery of this Agreement.
Subject to the approval by the Magna Board of the Plan of Arrangement, to obtaining the Magna Shareholder approvals referred to in Sections 2.4(b) and (c) and the receipt of the Court Orders, Magna has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.
Nothing contained herein shall be construed to require the Magna Board to take or refrain from taking any action that would be inconsistent with its obligation to properly discharge its fiduciary duties under Applicable Laws as advised by its counsel.