Board of Directors Review and Approval Clause Samples
The Board of Directors Review and Approval clause establishes that certain actions, decisions, or transactions require the formal review and consent of a company's board of directors before proceeding. Typically, this clause applies to significant matters such as mergers, acquisitions, major contracts, or changes in corporate policy, ensuring that these are not undertaken unilaterally by management. By mandating board oversight, the clause provides a check on executive authority and helps safeguard the interests of shareholders and the company as a whole.
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Board of Directors Review and Approval. The Board of Directors will periodically review the Investment Guidelines and the Company’s portfolio of Investments but will not be required to review each proposed Investment; provided, that the Company may not, and the Manager may not cause the Company to, acquire any Investment, sell any Investment or engage in any co-investment that requires the approval of a majority of the Independent Directors unless such transaction has been so approved. If a majority of the Independent Directors determines that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, is appropriate. The Manager shall have the authority to take, or cause the Company to take, any such corrective action specified by a majority of the Independent Directors. The Manager shall be permitted to rely upon the direction of the Corporate Secretary of the Company to evidence approval of the Independent Directors with respect to a proposed Investment that requires approval of the Independent Directors.
Board of Directors Review and Approval. Subject to the terms of ▇▇▇▇▇▇▇▇▇’▇ Compliance Policies and the Company’s conflicts of interest policy as it may exist from time to time, the Board of Directors will periodically review the Investment Guidelines and the Company’s portfolio of Investments but will not review each proposed Investment; provided that the Company may not acquire any Investment, sell any Investment, or engage in any co-investment that, pursuant to the terms of the Compliance Policies or the Company’s conflicts of interest policy, requires the approval of a majority of the Independent Directors unless such transaction has been so approved. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, is appropriate. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence approval of the Board of Directors or the Independent Directors with respect to a proposed Investment.
Board of Directors Review and Approval. Subject to the terms of the Manager’s Compliance Policies and the Company’s conflicts of interest policy as it may exist from time to time, the Board of Directors will periodically review the Investment Guidelines and the Company’s portfolio of Investments but will not be required to review each proposed Investment; provided, that the Company may not, and the Manager may not cause the Company to, acquire any Investment, sell any Investment, or engage in any co-investment that, pursuant to the terms of the Compliance Policies or the Company’s conflicts of interest policy, requires the approval of a majority of the Directors unless such transaction has been so approved. If a majority of the Directors determine that a particular transaction does not comply with the Investment Guidelines, then a majority of the Directors will consider what corrective action, if any, is appropriate. The Manager shall have the authority to take, or cause the Company to take, any such corrective action specified by a majority of the Directors. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence approval of the Board of Directors or the Directors with respect to a proposed Investment.
Board of Directors Review and Approval. The Board of Directors will periodically review the Investment Guidelines and the Company’s portfolio of Investments but will not review each proposed Investment. The Manager shall not consummate on behalf of the Company any transaction that would involve the acquisition of any Investment from, the sale of any Investment to, the making of any co-investment with any proprietary account of Hyperion Brookfield, Brookfield Asset Management Inc. or any of their respective Affiliates (any of the foregoing, a “Related Person”) or any account advised by any Related Person, or borrow funds from or lend funds to any Related Person or invest in any investment vehicle advised by any Related Person unless (A) such transaction is on terms no less favorable than can be obtained on an arm’s length basis from unrelated third parties based on any of (i) prevailing market prices, (ii) other reliable indicators of fair market value or (iii) an independent valuation or appraisal and (B) in any case, has been approved in advance by a majority of the Independent Directors.