Board Review and Approval Clause Samples

The Board Review and Approval clause establishes that certain actions, decisions, or documents require formal evaluation and authorization by a company's board of directors before they can proceed. In practice, this clause typically applies to significant corporate matters such as mergers, acquisitions, major contracts, or strategic initiatives, ensuring that these are scrutinized at the highest level of governance. Its core function is to provide oversight and accountability, preventing unilateral decisions by management and safeguarding the organization's interests.
Board Review and Approval. The Board of Trustees of each Fund shall initially approve or ratify the adoption of this AML Program for the Fund and shall review the AML Program at least annually. Any material changes shall be approved, if practical, by the Board of Trustees prior to their implementation or shall be adopted by the AML Compliance Officer subject to ratification by the Board of Trustees as set forth below. The Board of Trustees may request and evaluate such information as it deems reasonable and appropriate in connection with its review and approval of this AML Program.
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Board Review and Approval. This Agreement and the delineated roles and responsibilities of the Executive shall be presented to the Board of Directors of both the Holding Company and the Bank.
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Board Review and Approval. The Company shall not take any of the following actions prior to or after the consummation of the IPO unless, prior to taking such action, the action was submitted to the Board for review and was approved by the Board in accordance with the Company’s by-laws: (a) sell all of the Company, whether by sale of equity interests, merger or the sale or other disposition of all or substantially all of the assets of the Company; (b) make any acquisitions of land in a single transaction or series of related transactions by the Company or any Subsidiary in excess of $50,000,000; (c) make any payment on account of, or set aside any assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of any equity interest of the Company, except (1) redemptions from officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment or service and (2) repurchases of equity interests deemed to occur upon the exercise of stock options if the equity interests represent a portion of the exercise price thereof and repurchases of equity interests deemed to occur upon the withholding of a portion of the equity interests issued, granted or awarded to an employee, director or consultant in respect of the payment of taxes payable by such employee, director or consultant upon such issuance, grant or award; (d) voluntarily liquidate, wind-up, dissolve or commence any bankruptcy, insolvency, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law or make a general assignment for the benefit of creditors of the Company; (e) settle any litigation or similar action which is specifically disclosed in the Company’s filings with the Commission; (f) engage in any business other than a “Permitted Business” (as defined in the Note Indenture); (g) increase the size of the Board of the Company beyond nine (9) directors; (h) subject to Section 6.1, issue any stock in connection with any business combination or acquisition transaction; (i) subject to Section 6.1, issue any stock to financial institutions, commercial lenders, brokers or finders or any similar party, or their respective designees, in connection with the incurrence or guarantee of indebtedness by the Company; (j) declare any cash dividends made payable to Company stockholders; and ...
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Related to Board Review and Approval

  • Review and Approval The Supplier confirms and agrees that it shall apply to receive ISR's written consent, wherever ISR's consent, explicitly or implied, is required according to this Agreement. This requirement and the provision of ISR consent, shall not derogate in any way from Supplier's responsibilities and liabilities under this Agreement, and ISR shall bear no responsibility or liability whatsoever in connection with the review (whether or not there are objections) and/or with any approval given to, or denied from, Supplier, with respect to any matter and/or document, including but without limitation, drawings, designs (at all phases), plans, tests or otherwise.

  • School Board Review The School Board reserves the right to review any decision issued under Level I or Level II of this procedure provided the School Board or its representative notifies the parties of its intention to review within ten (10) days after the decision has been rendered. In the event the School Board reviews a grievance under this section, the School Board reserves the right to reverse or modify such decision.

  • Review and Appeal 1. Each Party shall ensure that the importers in its territory have access to administrative review within the customs administration that issued the decision subject to review or, where applicable, the higher authority supervising the administration and/or judicial review of the determination taken at the final level of administrative review, in accordance with the Party's domestic law. 2. The decision on appeal shall be given to the appellant and the reasons for such decision shall be provided in writing. 3. The level of administrative review may include any authority supervising the customs administration of a Party.

  • Franchise Tax Board Review (a) In addition to the reporting requirements in section 6, Taxpayer agrees to comply with the FTB’s review of the books and records for purposes of determining if Taxpayer has complied with the requirements of this Agreement. (b) For any business other than a Small Business, Taxpayer acknowledges that the FTB shall review the books and records of all taxpayers allocated a Credit pursuant to this Agreement to ensure compliance with the terms and conditions of this Agreement and agrees to cooperate with the FTB in such a review. In the case of a taxpayer that is a Small Business, Taxpayer acknowledges that a review of the books and records of a taxpayer shall be made when, in the sole discretion of the FTB, a review of those books and records is appropriate and agrees to cooperate with the FTB in such a review. If the FTB exercises its discretion to review the books and records of a Small Business taxpayer, the review will be conducted to ensure compliance with this Agreement. The guidelines and procedures for these reviews are outlined in the FTB’s Notice #2014-2 dated November 7, 2014. (c) These reviews will not constitute an audit of the tax return under Part 10.2 (commencing with section 18401) of the RTC and the regulations thereunder, and will not preclude the FTB from auditing any issue in any taxable year, including a taxable year included in the term of this Agreement. (d) If during the review of the books and records, the FTB determines there is a potential material breach of this Agreement by Taxpayer, and notwithstanding RTC section 19542, the FTB shall notify GO-Biz and provide, in writing, detailed information regarding the basis for that determination.

  • Inspection and Approval ▇▇▇▇▇▇ agrees that OUSD has the right and agrees to provide OUSD with the opportunity to inspect any and all aspects of the SERVICES performed including, but not limited to, any materials (physical or electronic) produced, created, edited, modified, reviewed, or otherwise used in the preparation, performance, or evaluation of the SERVICES. In accordance with Paragraph 3 (Compensation), the SERVICES performed by VENDOR must meet the approval of OUSD, and OUSD reserves the right to direct VENDOR to redo the SERVICES, in whole or in part, if OUSD, in its sole discretion, determines that the SERVICES were not performed in accordance with this AGREEMENT.