Actions Requiring Approval of the Board of Directors Sample Clauses

Actions Requiring Approval of the Board of Directors. Except for such actions as the Board of Directors may from time to time delegate to the officers of the Company that may be taken without approval of the Board of Directors, including the delegation of the authority set forth in Section 6.1, and subject to the Sole Member decisions set forth in Section 5.12(f), the Company shall not, and shall cause the Group Members and, to the extent rights permit under any applicable Group Member Agreement, the Joint Ventures not to, and shall not authorize or permit any officer or agent of the Company on behalf of the Company or of any Group Member or, to the extent it has rights to do so under the applicable Group Member Agreement, any Joint Venture to, effect any non-ministerial action, including the following actions without the approval of the Board of Directors: (i) approving the Annual Budget and any annual expense exceeding the amounts contemplated in the Annual Budget by greater than 10% in the aggregate; (ii) approving any transaction in excess of $1,000,000 between any Group Member or Joint Venture, on the one hand, and the Company, the Sole Member or any of their Affiliates (other than any Group Member) or any officer, director or employee of the Company, the Sole Member or any of their Affiliates (other than any Group Member), on the other hand, including entering into agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as general partner of the Partnership; (iii) removing a Sponsor (the “Removed Sponsor”) or its Affiliate as the service provider under any Project Services Agreement, any Management Services Agreement or any other agreement for the performance of services for the Company, any Group Member or any Project Company (A) for cause (as defined under such Project Services Agreement, Management Services Agreement or other agreement) or (B) without cause (as defined under such Project Services Agreement, Management Services Agreement or other agreement); provided that, to exercise such authority, the affirmative vote of a majority of the Directors, excluding the Sponsor Directors of the Removed Sponsor, shall be required; (iv) administering and enforcing, other than on an arms-length basis, any agreement between a Project Company (other than a Joint Venture) and an Affiliate of a Sponsor, to the extent that both Sponsor Directors on the Project Operations Committee failed to unanimously agree on such administration or enforcement and s...
View SourceView Similar (4)
Actions Requiring Approval of the Board of Directors. Notwithstanding any other provision of this Agreement to the contrary, the Manager and the other officers of the Company, except with the express written approval of the Board of Directors pursuant to Section 6.03 hereof, shall not have the power or authority to: (a) sell, transfer, exchange or otherwise dispose of any of the assets of the Company, except for sales in the ordinary course of business or the sale, transfer or exchange of assets other than in the ordinary course of business which do not exceed $25,000 in the aggregate in any 12-month period; (b) consolidate, merge, reorganize, liquidate, wind-up, or dissolve the Company (or take any other similar action); (c) issue, sell, acquire, repurchase, redeem or reclassify any Interest, other equity interest (or option, warrant, conversion or other similar right with respect to any equity interest) or debt interest in or of the Company; (d) incur debt or enter into any agreement, facility, commitment, guaranty, instrument or other undertaking providing for, or relating to, the incurrence of any indebtedness by the Company (other than trade indebtedness incurred in the ordinary course of business not in excess of $5,000 and payable within thirty (30) days), or otherwise encumber Company assets; (e) enter into any transaction with any member of the Board of Directors or any Member or an Affiliate of a member of the Board of Directors or of the Company or the Members; (f) approve a business plan and annual operating budget for the Company (or any updates to each thereof); (g) declare or make any distributions to Members; (h) consummate, or enter into any binding agreement to consummate, any acquisition of any property or asset in excess of $5,000; introduce or launch a new product or service; or engage in or enter into a new line of business or a transaction not in the ordinary course of the Company's business; (i) institute proceedings to have the Company be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company, or file a petition with respect to the Company or consent to a petition with respect to the Company seeking reorganization or relief under any applicable Federal or state laws relating to bankruptcy or insolvency, or consent to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or a substantial part of the Company's properties, or make any assignment for t...
View SourceView Similar (2)
Actions Requiring Approval of the Board of Directors. Without the written approval of the Board of Directors, the Company shall not, and the officers of the Company shall not cause the Company to, enter into any commitment to: (a) Incur any indebtedness, pledge or grant liens on any assets or guarantee, assume, endorse or otherwise become responsible for the obligations of any other Person, except to the extent approved or authorized in the Budget; (b) Make any loan, advance or capital contribution in any Person, except to the extent approved or authorized in the Budget; (c) Transfer any equipment necessary in the Deployment of the Vertical Technology to any third party; (d) Enter into or effect any transaction or series of related transactions involving the sale of the Company or the sale, lease, license, exchange or other disposition (including by merger, consolidation, sale of assets or similar business transaction) by the Company of any assets in excess of $300,000; (e) Appoint or remove the Company’s auditors or make any changes in the accounting methods or policies of the Company (other than as required by GAAP); or (f) Enter into or effect any transaction or series of related transactions involving the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, acquisition of stock or acquisition of assets) by the Company of any equity interests of any Person and/or assets in excess of $300,000; or (g) Enter into or effect any commercial transaction or series of related commercial transactions involving anticipated liabilities or revenues to the Company in excess of $500,000, or that materially vary from the Company’s existing strategy or business plan; provided, however, that if the Board of Directors has not approved or denied such transaction(s) within two Business Days of management’s written notice to the Board of Directors presenting such transaction(s), then such transaction(s) shall be deemed to not require the approval of the Board of Directors pursuant to this Section 7.9(g) and such transaction(s) may proceed on the recommendation of management.
View Source
Actions Requiring Approval of the Board of Directors. The following actions by the Company will require approval of the Board of Directors: (a) Amend, alter or repeal any of the provisions of the Certificate of Incorporation, or the Bylaws of the Company; (b) Authorize or create, or increase the number of authorized shares of any stock of any class, or any security convertible into stock of any class; (c) Adopt and implement any strategic and operating plan that materially changes the business of the Company or that involves the entry of the Company into a business not currently conducted by the Company; (d) Make or commit to make any capital expenditures of amounts exceeding in the aggregate 20% of the Company's net worth; (e) Reorganize, recapitalize, sell stock, register its stock under the U. S. Federal Securities Laws, tender, offer or sell, convey, or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a wholly owned subsidiary corporation) or effect any transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of; (f) Redeem, purchase or otherwise acquire, directly or indirectly any shares of the Company's capital stock or any option, warrant or other right to purchase or acquire any such shares; (g) Grant or issue any stock options or other convertible securities at below fair market value on the date of grant; (h) Declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to the Company's capital stock; (i) Except in the ordinary course of the Company's business, voluntarily sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible); (j) Except in the ordinary course of the Company's business, grant or make any mortgage or pledge or subject the Company or any of its properties or assets to any lien, charge or encumbrance of any kind, except liens for taxes not currently due; (k) Create, incur, or assume any liability or indebtedness, except in the ordinary course of business consistent with past practices, but in no event in an aggregate amount exceeding 40% of the Company's net worth; (l) Except in the ordinary course of the Company's business, become subject to any guaranty; (m) Grant any increase in the compensation payable or to become payable to directors or officers (including, without limitation, any such increase pursuant to any bonus, pe...
View Source
Actions Requiring Approval of the Board of Directors 
View Source

Related to Actions Requiring Approval of the Board of Directors

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Composition of the Board of Directors (a) Upon the occurrence of a Walgreens Investor Rights Initiation Event, the Company’s board of directors (the “Board”) took the action necessary to cause one (1) Walgreens Designee to be appointed to the Board. (b) Upon the occurrence of a Walgreens Investor Rights Step-Up Event, the Board shall promptly (and in any case within ten (10) Business Days) after receiving a Walgreens Investor Rights Step-Up Event Notice take all action necessary (including by amending the organizational documents of the Company, if necessary) to cause one (1) additional Walgreens Designee to be appointed to the Board, such that the Board shall have two (2) Walgreens Directors. (c) During the Walgreens Investor Rights Period, subject to the other provisions of this Section 1.1, including Section 1.1(d), and Section 1.2, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include including in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors) to cause the election to the Board of a slate of directors that includes (i) during the Walgreens Enhanced Investor Rights Period, two (2) Walgreens Designees or (ii) otherwise, one (1) Walgreens Designee. (d) WBA shall notify the Company of the identity of any proposed Walgreens Designee, in writing, on or before the time such information is reasonably requested by the Board or the Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about such proposed Walgreens Designee as shall be reasonably requested by the Board or the Governance and Nominating Committee (including, at a minimum, any information regarding such proposed Walgreens Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board). (e) Subject to Section 1.1(d) and Section 1.2, so long as no Walgreens Investor Rights Termination Event has occurred, in the event of (i) the death, disability, removal or resignation of a Walgreens Director, the Board will promptly appoint as a replacement Walgreens Director the Walgreens Designee designated by WBA to fill the resulting vacancy, or (ii) the failure of a Walgreens Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Walgreens Designee stood for election but was nevertheless not elected (such Walgreens Designee, a “Walgreens Specified Designee”), the Board will promptly appoint another Walgreens Designee designated by WBA to serve in lieu of such Walgreens Specified Designee as a Walgreens Director during the term that such Walgreens Specified Designee would have served had such Walgreens Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed a Walgreens Director for all purposes hereunder. Neither the Company nor the Board will remove any Walgreens Director without the prior written consent of WBA, unless such Walgreens Director is no longer eligible for designation as a member of the Board pursuant to Section 1.2 or to the extent necessary to remedy a breach of Section 1.5. (f) The Company will at all times provide each Walgreens Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board. The Company acknowledges and agrees that any such indemnification obligations to indemnify or advance expenses to each Walgreens Director, in his or her capacity as such, for the matters covered by such indemnification obligations, shall be the primary source of indemnification and advancement of such Walgreens Director in connection therewith, and any obligation on the part of any Investor Indemnitor under any Investor Indemnification Agreement to indemnify or advance expenses to such Walgreens Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Walgreens Director may collect as indemnification or advancement from the Company. In the event that the Company fails to indemnify or advance expenses to each Walgreens Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor Indemnitor makes any payment to such Walgreens Director in respect of indemnification or advancement of expenses under any Investor Indemnification Agreement on account of such Unpaid Indemnitee Amounts, such Investor Indemnitor shall be subrogated to the rights of such Walgreens Director under this Agreement in respect of such Unpaid Indemnitee Amounts.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02