Certain Board Actions Sample Clauses

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Certain Board Actions. Prior to the Acceptance Time, and as soon as practicable upon receipt of a written notice from an officer of Parent (the “Majority Notice”) certifying that there have been validly tendered pursuant to the Offer and not withdrawn such number of Shares that, when added to the Shares already owned by Parent and its Affiliates, satisfy the Majority Condition, then the Company Board shall (i) take all necessary actions under the Rights Agreement to cause the Rights Agreement to be rendered inapplicable to the Offer, this Agreement, the Merger and the other transactions contemplated by this Agreement; (ii) take all necessary actions to cause Article Sixteen of the Company Certificate of Incorporation to be rendered inapplicable to the Offer, this Agreement and the Merger; and (iii) take all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar applicable law are not applicable to the Offer, this Agreement, the Merger and the other transactions contemplated by this Agreement. No later than the third Business Day after receipt by the Company of the notice described in the first sentence of this Section 5.4, the Company shall deliver to Parent copies of board resolutions certified by an officer of the Company and/or such other documents evidencing the taking of the actions contemplated by this Section 5.4 by the Company Board.
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Certain Board Actions. The parties agree that without the prior unanimous approval of the Directors designated by MUSI, Finpart International and the Frisby Stockholders, the Company will not: (a) dissolve, liquidate, recapitalize or reorganize the Company; or (b) commence any case, proceeding or other action relating to bankruptcy or reorganization of the Company.
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Certain Board Actions. The Executive will not vote on any matter involving the Executive’s own compensation, matters involving Incapacity under Section 8 hereof or any motion involving termination of the Executive’s employment under this Agreement. Notwithstanding the foregoing sentence the Executive may vote on compensation-related plans involving officers, directors or employees as a group, including bonus, stock, and option plans.
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Certain Board Actions. When evaluating any offer of another party for a tender or exchange offer for any equity security of the Corporation, or any proposal to merge or consolidate the Corporation with another corporation, or to purchase or otherwise acquire all of substantially all of the properties and assets of the Corporation, the directors of the Corporation may, in determining what they believe to be in the best interests of the Corporation and its shareholders, give due consideration to the social, Legal, and economic effects on employees, customers, and suppliers of the Corporation and its subsidiaries, and on the communities and geographical areas in which the Corporation and its subsidiaries operate, the economy of the state and the nation, the long-term as well as short-term interests of the Corporation and its shareholders, including the possibility that these interests maybe best served by the continued independence of the Corporation and other relevant facts.
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Certain Board Actions. The parties agree that without the prior unanimous approval of the Directors designated by MUSI and the ▇▇▇▇▇▇ Group Representative, the Company will not: (a) amend its charter or By-laws; (b) effect an Initial Public Offering which provides for the issuance of more than 1,900,000 shares of Common Stock (without giving effect to any shares of Common Stock to be offered pursuant to the Underwriter's over-allotment option) or at a price per share not within the range set forth in the Barington Agreement; (c) other than as contemplated by the Purchase Agreement and the Ancillary Agreements, make or enter into any contract or commitment involving the payment of money, provision of services or the lending of any funds to any Stockholder or any Affiliate of any Stockholder other than in the ordinary course of business; (d) make or enter into or amend any employment agreement, bonus or severance arrangement with any ▇▇▇▇▇▇ Stockholder; (e) issue, grant, deliver, sell, redeem or purchase any shares of the Company's capital stock or any options or warrants with respect to any such shares of the Company's capital stock other than (i) pursuant to the Option Agreement, (ii) pursuant to any Public Offering of capital stock,(iii) as contemplated by clause 5.2(j) below or (iv) any other issuances which, in the aggregate, do not exceed three percent (3%) of the Company's capital stock on a fully-diluted basis; (f) acquire any asset costing in excess of $250,000 or make or agree to make any capital expenditure in excess of $250,000; (g) merge or consolidate with any other Person or sell all or substantially all of the assets of the Company; (h) acquire all or substantially all of the assets of another Person or enter into a partnership or joint venture with another Person, which acquisition, partnership or joint venture has a transaction value in excess of $250,000. (i) incur any indebtedness for borrowed money in excess of $500,000 or guarantee any such indebtedness or sell any debt securities of the Company or guarantee any debt securities of any Person; (j) adopt any employee stock option plan, or any stock appreciation, phantom stock, profit participation or similar agreement or arrangement other than an employee stock option plan containing those terms set forth in Schedule 5.2; (k) sell, mortgage, pledge, dispose or transfer all or a material portion of the Company's assets or business, other than licensing agreements or arrangements entered into in the ordinary cour...
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Certain Board Actions. The Executive will not vote on any matter involving the Executive’s own compensation, matters involving Incapacity under Section 8 hereof or any motion involving termination of the Executive’s employment under this Agreement. Notwithstanding the foregoing sentence the Executive may vote on compensation-related plans involving officers, directors or employees as a group, including bonus, stock, and option plans, unless such vote would be prohibited by the rules of any national securities exchange or market on which the Company’s shares are then traded or such vote would impair the Company’s ability to deduct compensation under Section 162(m) of the Internal Revenue Code.
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Certain Board Actions. The parties agree that without the prior unanimous approval of the Directors designated by MUSI and the ▇▇▇▇▇▇ Group Representative, the Company will not: (a) adopt, during the first twelve months after the Initial Public Offering, any employee stock option plan, or any stock appreciation, phantom stock, profit participation or similar agreement or arrangement other than the 1998 Stock Option Plan, attached as Exhibit B hereto; (b) dissolve, liquidate, recapitalize or reorganize the Company; or (c) commence any case, proceeding or other action relating to bankruptcy or reorganization of the Company.
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Related to Certain Board Actions

  • Board Actions Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take such other actions as are reasonably necessary and appropriate (including using reasonable best efforts to obtain any required consents) to effect the transactions described in this Section 2.4.

  • Board Action When a conflict of interest is relevant to a matter requiring action by the Board of Directors/Trustees or other governing body, the Board member or other governing person, officer, employee, or agent (person(s)) must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the Board and members of committees with governing board delegated powers considering the possible conflict of interest. After disclosure of all material facts, and after any discussion with the person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. In addition, the person(s) shall not participate in the final deliberation or decision regarding the matter under consideration and shall leave the meeting during the discussion of and vote of the Board of Directors/Trustees or other governing body.

  • Certain Actions Each of the Lenders covenants and agrees that only a Majority in Interest shall have the right, but not the obligation, to undertake the following actions (it being expressly understood that less than a Majority in Interest hereby expressly waive the following rights that they may otherwise have under the Borrower Documents):

  • 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.

  • Certain Additional Matters (a) Any arbitration award shall be a bare award limited to a holding for or against a party and shall be without findings as to facts, issues or conclusions of law (including with respect to any matters relating to the validity or infringement of patents or patent applications) and shall be without a statement of the reasoning on which the award rests, but must be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof. (b) Prior to the time at which an arbitrator is appointed pursuant to Section 8.4, any party may seek one or more temporary restraining orders in a court of competent jurisdiction if necessary in order to preserve and protect the status quo. Neither the request for, or grant or denial of, any such temporary restraining order shall be deemed a waiver of the obligation to arbitrate as set forth herein and the arbitrator may dissolve, continue or modify any such order. Any such temporary restraining order shall remain in effect until the first to occur of the expiration of the order in accordance with its terms or the dissolution thereof by the arbitrator. (c) Except as required by law, the parties shall hold, and shall cause their respective officers, directors, employees, agents and other representatives to hold, the existence, content and result of mediation or arbitration in confidence in accordance with the provisions of Article VIII and except as may be required in order to enforce any award. Each of the parties shall request that any mediator or arbitrator comply with such confidentiality requirement. (d) If at any time the sole arbitrator shall fail to serve as an arbitrator for any reason, the parties shall select a new arbitrator who shall be disinterested as to the parties and the matter in accordance with the procedures set forth herein for the selection of the initial arbitrator. The extent, if any, to which testimony previously given shall be repeated or as to which the replacement arbitrator elects to rely on the stenographic record (if there is one) of such testimony shall be determined by the replacement arbitrator.