Consent of Directors Sample Clauses

Consent of Directors. Termination of this Agreement by the Company for reasons other than: (i) for Cause or (ii) Executive's death, legal capacity or disability must be approved by a vote of 2/3 of the members of the Company's Board of Directors.

Consent of Directors. Notwithstanding anything to the contrary contained in this Agreement, a Stockholder may Transfer Shares (and the Company shall reflect on its books such Transfer) if the specific terms of such Transfer and the Transferee thereof shall, prior to the effectiveness of such Transfer, have been approved by a unanimous vote of all or Directors at a meeting of all Directors duly called and held or acting by written consent. ARTICLE IV

Consent of Directors. 5 ARTICLE IV MISCELLANEOUS......................................................5

Consent of Directors. The directors of ▇▇.▇▇▇ executed a -------------------- unanimous consent, dated November 30, 2000, wherein the board, inter alia, ----- ---- approved the amendment referenced in paragraph (a)(i) above.

Consent of Directors. The directors of ZB Holdings executed -------------------- a unanimous consent, dated the Effective Date, which, inter alia, approved (x) ----- ---- an amendment and restatement to the ZB Holdings Operating Agreement clarifying and modifying the dissolution procedures set forth therein, (y) the execution, delivery and performance of this Agreement, and (z) the dissolution of ZB Holdings effective upon the filing of the certificate of cancellation of ▇▇.▇▇▇ in accordance with paragraph (a)(vi) above.

Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if prior to such action a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or such committee.

Consent of Directors. The consent of a majority of the Board of Directors, shall be required to approve any of the following actions of the Company: (i) loans, leases, contracts or other transactions with any director, officer or key employee of the Company, or any member of any such person’s family, including the parents, spouse, children and other relatives of any such person; except advances to employees for reasonable travel expenses; (ii) creation of any mortgage, pledge or other security interest over all or substantially all of the assets of the Company or any of its subsidiaries; (iii) engagement and disengagement of the independent public accountants of the Company; (iv) appointment and removal of the Chief Executive Officer, Chief Financial Officer, Chief Technical Officer, President, Vice President of Sales, Vice President of Business Development and any other executive officer serving in such capacity whether or not holding such title or serving at a comparable level, and amendment of any terms of their employment; (v) compensation of any of its employees, including officers, in an amount greater than $75,000; (vi) creation or amendment of any signatory rights; (vii) provision of any guarantee by the Company or any subsidiary in an amount in excess of $25,000; (viii) adoption of an annual budget or an operating plan; (ix) any sale, or grant of an exclusive license or license outside the ordinary course of business to, any or all of the Company’s intellectual property; (x) any capital expenditure or commitment in an amount greater than fifty thousand dollars ($50,000) in a single transaction or one hundred thousand dollars ($100,000) in a series of related transactions, unless specifically provided for in the approved annual budget; (xi) increasing the number of shares reserved for grant under the Company’s equity incentive plans; (xii) making or modifying any election regarding the characterization of the Company for United States tax purposes; (xiii) incurring indebtedness in excess of $500,000, other than trade debt incurred in the ordinary course of business, or (xiv) entering into any strategic alliance with a corporation or other entity.

Consent of Directors. 18 ARTICLE IV

Consent of Directors. The directors of ▇▇.▇▇▇ executed a -------------------- unanimous consent, dated the Effective Date, which, inter alia, approved the ----- ---- execution, delivery and performance of this Agreement and the dissolution of ▇▇.▇▇▇ effective upon the execution of this Agreement by each of the parties hereto.