Action by the Board of Directors Clause Samples

Action by the Board of Directors. (a) Except as provided herein, all decisions of the Board of Directors shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of an Executive Committee of the Board of Directors, to the extent such decisions may be delegated to an Executive Committee pursuant to applicable law and Section 4.1(g). (b) As long as Williams, together with any and all of its Permitted Transferees, b▇▇▇▇▇▇▇▇lly owns in aggregate 40% or more of the Shares beneficially owned by Williams on the Effective Date, without the affirmative vote of eac▇ ▇▇ ▇▇▇ Williams Nominees, the Company shall not, and it shall cause each o▇ ▇▇▇ ▇▇bsidiaries not to, directly or indirectly, (i) incur a significant amount of Indebtedness in the aggregate (which for purposes of this clause (i), any amount in excess of $10 million in the aggregate shall be deemed to be significant); (ii) redeem, purchase or otherwise acquire for value, or set apart money or other property for any mandatory purchase or other similar fund for the redemption, purchase or acquisition of any shares of Common Stock or Junior Stock (as defined in the Certificates of Designations), except for the repurchase by the Company of up to 5% of the outstanding Common Stock of the Company outstanding on the Effective Date; (iii) declare or pay any dividend or make any distribution (whether in cash, shares of capital stock of the Company, or other property) on shares of Common Stock or Junior Stock; (iv) sell, lease, license or otherwise dispose of, in any single transaction or series of related transactions, a significant amount of the property and other assets of the Company, (v) amend, alter or repeal, in any manner whatsoever, the designations, preferences, privileges and relative rights and limitations and restrictions of the Series A Preferred Stock, (vi) increase or decrease the number of authorized shares of Common Stock or Preferred Stock, (vii) enter into any transaction which results, directly or indirectly, in the sale, merger, consolidation or corporate reorganization of, or other similar transaction involving, the Company, including, without limitation, any transaction which would result in a Change in Control (as defined in the Certificates of Designations) of the Company, (viii) create (by reclassification or otherwise), authorize or issue any new class or series of equity security having designations, preferences, privileges or rights senior to, or on pa...

Action by the Board of Directors. All decisions of the Board of Directors shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of an Executive Committee, or any other committee, of the Board of Directors, to the extent such decisions may be lawfully delegated to an Executive Committee, or any other committee, pursuant to Section 5.1(h).

Action by the Board of Directors. (a) Except as otherwise provided in Sections 6.06(b) and (c), all actions of the Company Board and committees thereof shall require the [*] of the [*] of directors present at a duly convened meeting of the Company Board or committee thereof at which a quorum is present or, in lieu of a meeting, by the unanimous written consent of the members of the Company Board or committee thereof. (b) Prior to consummation of the Company's initial Public Offering, neither the Company nor any entity controlled by the Company shall take, and no party to this Agreement shall cause the Company or any entity controlled by the Company to take, any action with respect to any Significant Board Transaction without (i) (unless waived by both Initial Participants) providing to the directors at least ten Business Days' notice of any meeting of the Company Board at which a Significant Board Transaction is proposed to be approved, which notice shall describe such proposed Significant Board Transaction, and (ii) the prior approval of [*] directors (a "Supermajority Board Vote"). (c) Notwithstanding the provisions of Sections 6.06(a) and (b), in addition to any other approval provided in such Sections, the approval of a majority of disinterested members of the Board of Directors shall be required to approve any transaction (other than a transaction expressly contemplated in this Agreement) between the Company and a Consenting Stockholder or an Affiliate of a Consenting Stockholder. (d) In the event that a [*] of the members of the Company Board vote to approve a Significant Board Transaction but a [*] is not obtained, then the Consenting Stockholders shall first use their good faith efforts to resolve the matter in a mutually satisfactory manner. If no mutually satisfactory resolution of the matter has been reached within five days of the initial vote of the Company Board thereon, then the Consenting ___________ [*] Confidential Treatment Requested. Stockholders shall (at the insistence of any Consenting Stockholder) refer the matter to the [*] of [*] for resolution. If the chief executive officers so agree the proposed Significant Board Transaction will be resubmitted for a vote of the Company Board within ten days (or such shorter or longer period as they may agree) after referral to the chief executive officers. Unless and until the proposed Significant Board Transaction is so resubmitted, the initial vote of the Company Board will continue to govern with respect to such matter.

Action by the Board of Directors. Without the approval of the Board of Directors of the Company that includes the affirmative vote of the Shareholder Designee, the Company shall not, in a single transaction or a series of related transactions, at any time after the date hereof, directly or indirectly: (a) issue any equity securities at a price per share of Common Stock (or, in the case of any security or agreement giving the holder the right to acquire Common Stock, having a conversion or exercise price per share of Common Stock) less than 95% of the Current Market Price of the Common Stock, (b) acquire, sell, lease, transfer or otherwise dispose of any assets other than in the ordinary course of business consistent with past practice, (c) make any capital expenditure in excess of $500,000 per fiscal year or not in accordance with the annual budget approved by the Company’s Board of Directors for the then current fiscal year, (d) amend, supplement, modify or repeal any provision of the Certificate of Incorporation or By-Laws of the Company or take any other action, including, without limitation, the adoption of a stockholders’ rights plan or similar plan, or the consummation of a capital stock repurchase or redemption; (e) amend or modify the charter of the Oversight Committee of the Board (defined below"); (f) enter into, modify, extend or renew an agreement compensating an executive officer, (g) issue any equity securities having superior voting rights or dividend or liquidation preference over Common Stock; (h) any investment (including an acquisition or expenditure or divestiture, in each case in an amount in excess of $500,000; or (i) the creation of any subsidiary of the Company, any merger or other reorganization involving the Company, the sale of substantially all of the assets of the Company or the sale of 51% or more of the shares of any subsidiary thereof.

Action by the Board of Directors. (a) Unless provided otherwise in this Agreement, the Directors will act only: (i) by the affirmative vote of a majority of the Directors (which majority will include any requisite number of Independent Directors required by the ▇▇▇▇ ▇▇▇) present at a meeting duly called at which a quorum of the Directors is present either in person or, to the extent consistent with the provisions of the 1940 Act, by conference telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other; or (ii) by unanimous written consent of all of the Directors without a meeting, if permissible under the ▇▇▇▇ ▇▇▇. (b) The Directors may designate from time to time a Director or an officer of the Partnership or the General Partner who will preside at all meetings. Meetings of the Directors may be called by the General Partner, the Chairman or any two Directors, and may be held on any date and at any time and place determined by the Directors. Each Director will be entitled to receive written notice of the date, time and place of a meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who attends a meeting without objecting to the lack of notice or who executes a written waiver of notice with respect to the meeting. A majority of the Directors then in office will constitute a quorum at any meeting. (c) The Directors may appoint from time to time agents and employees of the Partnership who will have the same powers and duties on behalf of the Partnership as are customarily vested in officers of a corporation incorporated under Delaware law, or such other powers and duties as may be designated by the Directors, in their sole discretion, and designate them as officers or agents of the Partnership by resolution of the Directors specifying their titles or functions.

Action by the Board of Directors. (a) Except as otherwise provided in Sections 2.05(b) and 2.05(c), all actions of the Board of Directors shall require the affirmative vote of the majority of directors present at a duly convened meeting of the Board at which a quorum is present or, in lieu of a meeting, by the unanimous written consent of the members of the Board of Directors. (b) Neither the Company nor any entity controlled by the Company shall take, and no party to this Agreement shall cause the Company or any entity controlled by the Company to take, any action with respect to any Significant Transaction without (i) providing to the directors at least 5 business days' notice of any meeting of the Board at which a Significant Transaction is proposed to be approved, which notice shall describe such proposed Significant Transaction and (ii) the prior approval of 66 2/3% of the directors; provided, however, that in each case the approval of all of the directors appointed by the Consenting Stockholders shall be required (x) to amend the Certificate of Incorporation and By-laws and (y) to enter into any agreement or to obtain any license or franchise which restricts the transfer of shares of Common Stock or Preferred Stock in a manner that discriminates among Consenting Stockholders; and (c) Notwithstanding the provisions of Sections 2.05(a) and 2.05(b), in lieu of any other approval provided in such Sections, the approval of a majority of disinterested members of the Board of Directors shall be required to approve any transaction between the Company and a Consenting Stockholder or an Affiliate of a Consenting Stockholder, except in the case of the renewal of any Employment Agreement, in which the approval of a majority of directors present at a meeting of the Board shall be sufficient.

Action by the Board of Directors. (a) All actions of the Board of Directors shall require the affirmative vote of the majority of directors present at a duly convened meeting of the Board at which a quorum is present or, in lieu of a meeting, by the unanimous written consent of the members of the Board of Directors. (b) In lieu of any other approval provided in the Agreement, the approval of a majority of disinterested members of the Board of Directors shall be required to approve any transaction between the Company and a Consenting Stockholder or an Affiliate of a Consenting Stockholder.

Action by the Board of Directors. (a) A majority of the Independent Directors are authorized to give or withhold the Partnership’s consent or approval as an “independent client representative” with respect to matters required by Section 206(3) of the Advisers Act and certain other situations involving conflicts of interest, including with regards to the assignment or other transfer of the General Partnership Interest pursuant to paragraph 8.01 (in each case where presented to such Independent Directors in the General Partner’s sole discretion). In addition, the Independent Directors shall review and approve or disapprove any actual or potential conflicts of interest in any transaction or relationship between the Partnership, on the one hand, and the General Partner and/or its Affiliates, on the one hand, that the General Partner determines to present to the Board of Directors. Each Limited Partner agrees that, with respect to any consent sought from the Independent Directors under this provision, such consent of the Independent Directors shall be binding upon the Partnership, and the General Partner and its Affiliates, acting in accordance with or pursuant to such consent (or such procedures or standards approved by the Independent Directors), shall, absent actual fraud or willful misconduct, be fully protected and justified in acting in reliance upon and in accordance with such consent of the Independent Directors, and the General Partner and its Affiliates shall not have any liability to the Partnership or the Limited Partners for such conflict of interest or such actions taken in good faith by them (other than such actions finally determined by a court of competent jurisdiction or in a final arbitration proceeding to constitute actual fraud, gross negligence, willful misconduct or a knowing material breach of this Agreement or the Management Agreement). Any matters for which the Board of Directors or Independent Directors have authority to act can be effected by majority approval of the Board of Directors or Independent Directors, as applicable. If there are only two Independent Directors, matters requiring consent or approval of a majority of the Independent Directors will require approval of both Independent Directors. (b) Approval of the Independent Directors shall be required for (i) the suspension of (x) the calculation of the Net Asset Value of the Units, (y) the Partnership’s offering of Units pursuant to the Memorandum or (z) the Unit Redemption Program, (ii) any material modifi...

Action by the Board of Directors. (a) Except as provided herein, all decisions of the Board of Directors shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of an Executive Committee of the Board of Directors, to the extent such decisions may be delegated to an Executive Committee pursuant to applicable law and Section 4.1(g). (b) As long as Wil▇▇▇▇▇, ▇ogether with any and all of its Permitted Transferees, beneficially owns in aggregate 40% or more of the Shares beneficially owned by Wil▇▇▇▇▇ ▇▇ the Effective Date, without the affirmative vote of each of the Wil▇▇▇▇▇ ▇▇minees, the Company shall not, and it shall cause each of its Subsidiaries not to, directly or indirectly, (i) incur a significant amount of Indebtedness in the aggregate (which for purposes of this clause (i), any amount in excess of $10 million in the aggregate shall be deemed to be significant); (ii) redeem, purchase or otherwise acquire for value, or set apart money or other property for any