Actions by Board Sample Clauses

Actions by Board. No action taken by the Board of Directors of the Company shall modify, alter, change or otherwise affect the obligations of Shareholder hereunder.
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Actions by Board. The Company is governed by its Board and, accordingly, all references in this Agreement to the actions and discretion of the Company are meant and deemed to refer to the actions and discretion of the Board.
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Actions by Board. 40 7.8 Meetings of the Board............................................ 46 7.9
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Actions by Board. Any action to be taken by the Board shall require the approval of a majority of the members of Board; PROVIDED, that with respect to any matter, agreement or claim involving the Company, on the one hand, and a Member, Manager or an Affiliated Person of a Member or Manager, on the other hand, the Board shall act solely with the approval of those Managers who are not Affiliated with the contracting party. In such instance the Board may take action by less than majority consent. In addition, at any meeting of the Board any number of Managers present at any meeting or at any adjourned meeting may adjourn such meeting; PROVIDED, that all absent Managers receive or waive notice pursuant to Section 2.01(h) of any such adjournment that exceeds four (4) business days.
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Actions by Board. Any actions by the Board hereunder shall be taken ---------------- upon the majority vote of the members of the Board.
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Actions by Board. The Company and the Stockholders shall take all Necessary Action to cause the following procedures to be followed by the Board: (a) A quorum of the Board shall consist of at least two (2) members of the Board, which shall include at least one (1) PDL Director (a “Quorum”). A Quorum must be present at meetings of the Board (whether in Person or by telephone, videoconference or otherwise) to conduct business. A Quorum must exist at all times during any meeting of the Board, including the reconvening of a meeting adjourned, in order for any action taken at such meeting to be valid. (b) Subject to Section 7.3, decisions and actions of the Board shall require the affirmative vote of a majority of the members of the Board present at a meeting at which a Quorum is present, or a majority of the members of a committee of the Board, to the extent such decisions shall be lawfully delegated to such committee. The Directors shall be entitled to vote as follows: (i) Each PDL Director present at such meeting shall be entitled to a number (which number may be fractional) of votes equal to a fraction: (1) the numerator of which is three (3); and (2) the denominator of which is the number of PDL Directors who are present at such meeting of the Board. (ii) Each other Director shall be entitled to one (1) vote.
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Actions by Board. Except as set forth herein, all decisions of the Board shall require an affirmative vote of at least a simple majority of the Directors present (actual or by written proxy) at the meeting. With respect to the following matters, decisions can be only taken with respect to such matters if at least one Director representing StoneMedia is present (actual or by written proxy) at such meeting, and votes in favor of the decision: (a) Future financing, either debt or equity; (b) Declaration and payment of dividends; (c) Annual business plans and budgets (including, without limitation, key employee and officer compensation); (d) Changes in Certificate of Incorporation; (e) Changes in Articles of Association; (f) Mergers, consolidations or acquisitions of material assets; (g) Entering into or material modification of any material agreement; (h) Any material change in the business; (I) Sale of any substantial part of the assets of ASI;
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Actions by Board 
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Related to Actions by Board

  • Actions by the Board Any and all determinations or other actions required of the Board hereunder that relate specifically to Executive’s employment by the Company or the terms and conditions of such employment shall be made by the members of the Board other than Executive if Executive is a member of the Board, and Executive shall not have any right to vote or decide upon any such matter.

  • CONTROL BY BOARD As is the case with respect to the Adviser under the Investment Advisory Agreement, any investment activities undertaken by the Sub-Adviser pursuant to this Agreement, as well as any other activities undertaken by the Sub-Adviser on behalf of the Funds, shall at all times be subject to the direction and control the Trust's Board.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • Determinations and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.