Discretion of Directors Sample Clauses

Discretion of Directors. Any matter provided herein to be determined by the directors in their sole discretion and determination so made will be conclusive.
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Discretion of Directors. Any matter provided herein to be determined by the directors of WorldHeart will be determined by the directors of WorldHeart in their sole good faith discretion, and a determination so made will be conclusive.
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Discretion of Directors. Any matter provided herein to be determined by the directors will be determined by the directors of the Corporation in their sole discretion, and a determination so made will be conclusive, provided that the directors acted reasonably and in good faith in the absence of any malice or prejudice. EXHIBIT "1" TO SPECIAL NOTE CERTIFICATE NOTICE OF CONVERSION To: APOLLO GOLD CORPORATION (the "CORPORATION") The undersigned holder of the Special Note evidenced by the within Special Note Certificate hereby convert all principal amount outstanding under such Special Note into Series B Debentures and Warrants of the Corporation (or such other securities or property to which such conversion entitles him in lieu thereof or in addition thereto under the provisions of the Special Note Certificate to which this Notice is appended) that are issuable upon the conversion of such Special Note, on the terms specified in such Special Note Certificate. The undersigned hereby acknowledges that it is aware that the Series B Debentures and Warrants received on conversion may be subject to restrictions on resale under applicable securities legislation. The undersigned hereby irrevocably directs that the said Series B Debentures and Warrants be issued, registered and delivered as follows: Principal Amount($) of Name(s) in Full Address(es) Series B Debenture Number(s) of Warrants -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print full name in which certificates for Series B Debenture and Warrants are to be issued. If any securities are to be issued to a person or persons other than the holder, the holder must pay to the Corporation all exigible transfer taxes or other government charges and sign the Form of Transfer, which is attached as Exhibit "2" to the Special Note Certificate to which this Appendix is attached). DATED this _____ day of ________________ 200__. ) ) ) ) ------------------------------ Witness ) Signature of Registered Holder ) ------------------------------ Name of Registered Holder Note: The name of the Registered Holder on this Notice of Conversion must be the same as the name appearing on the face page of the Special Note Certificate to which this Exhibit is attached. |_| Please check if the Series B Debentures and Warrant certificates are to be delivered at the office where this Special Note Certificate is surrendered, failing which such c...
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Discretion of Directors. 47 9.4 Satisfaction and Discharge of Indenture .......................... 47 9.5 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders ....................................... 48 9.6
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Discretion of Directors. Whenever in this Agreement or in any other agreement contemplated herein, the Board is permitted or required to take any action or to make a decision in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Board and each Director shall be entitled to consider such interests and factors as he, she, or it desires (including the interests of the Directors as Unitholders).
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Discretion of Directors. The Directors may in their absolute discretion determine that an Award of Free Shares may be made and, accordingly, instruct the UK Share Plan Manager to issue Free Shares Invitations.
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Related to Discretion of Directors

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Election of Directors Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Remuneration of Directors The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

  • Designation of Directors The designees to the Board described above (each a “Designee”) shall be selected as follows:

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

  • Duties of Directors Except as provided in this Agreement, in exercising their rights and performing their duties under this Agreement, the Directors 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.

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

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